Nominating Committee Terms of Reference

Purpose

The purpose of the Nominating Committee (“the Committee”) is to assist the Reporting and Assurance Standards Oversight Council (“Oversight Council”) in establishing the appropriate mix of competencies, diversity, expertise, and qualifications for the standard-setting boards, Oversight Council, and Oversight Council committees (standing, ad hoc, and special) to enable them to fulfill their roles and public interest responsibilities. The Committee fulfills specific roles related to the selection of board and Oversight Council members, as well as recommends candidates to the Oversight Council for appointment or reappointment to the boards, Oversight Council, and Oversight Council committees.

Responsibilities

The Nominating Committee’s responsibilities include:

1. Support succession planning for the Oversight Council and its committees.
2. Collaborate with the Oversight Council, Committee Chairs, and staff to determine the appropriate mix of competencies, diversity, expertise, and qualifications of Oversight Council and Committee members.
3. Collaborate with the standard-setting boards’ chairs and staff to determine the appropriate mix of competencies, diversity, expertise, and qualifications of board members.
4. Develop and implement an Oversight Council–approved process that is structured, transparent, and objective for communicating, recruiting, evaluating, and selecting qualified candidates for appointment to the boards, Oversight Council, and Oversight Council committees.
5. Recommend to the Oversight Council candidates for appointment and reappointment to the boards, Oversight Council, and Oversight Council committees, including Board and Oversight Council Chairs and, where applicable, Board and Oversight Council Vice-Chairs.
6. Regularly review the Committee’s nomination process and recommend improvements to the Oversight Council.
7. Review these Terms of Reference every three years or more frequently, if considered necessary, with the support of the Governance Committee.
8. Perform any other activities necessary to fulfill its mandate, or as may be required by the Oversight Council from time to time.

Accountability and Reporting Relationship

The Nominating Committee is a standing committee of the Oversight Council. The Committee is accountable to the Oversight Council, reporting its activities and making recommendations as required. The Committee provides the Oversight Council with sufficient information and documentation to make informed nomination decisions. Committee meetings are not open to the public.

Membership

The Oversight Council appoints the members of the Nominating Committee. The Committee Chair is selected from among the Committee members.

The Committee is composed of no fewer than five members who are also members of the Oversight Council.

The Committee remains duly constituted despite any vacancies, provided that the remaining members are sufficient to meet quorum requirements.

The Oversight Council Chair and Vice-Chair are entitled but not obligated to attend all Committee meetings and receive all the meeting materials.

The Senior Vice President Standards has the right to attend, participate, and receive materials.

By invitation of the Committee Chair, the following individuals may attend, participate, and receive relevant materials:

• Chairs of the Accounting and Assurance Standards Board (AASB), Accounting Standards Board (AcSB), Canadian Sustainability Standards Board (CSSB), and Public Sector Accounting Board (PSAB);
• Vice-President of Standards and Vice-President of Sustainability; and
• Directors of the AASB, the AcSB, the CSSB, and PSAB.

Terms of Office

Nominating Committee members are normally appointed for a three-year term or until their current term on the Oversight Council ends, whichever comes first. They are eligible to serve two consecutive terms.

Terms for Committee members may be staggered so that that the Committee always has enough members to meet quorum.

Quorum

A quorum at any meeting of the Nominating Committee is greater of (a) more than three or (b) 50 per cent plus one of the total members of the Committee.

Voting

Each member of the Nominating Committee has one vote. The affirmative vote of a simple majority of all Committee members voting on a specific matter is required for all Committee decisions.

The Oversight Council Chair and Vice-Chair do not have voting privileges.

The Committee Chair has an additional vote if required to break a tie. All votes taken at the Committee meetings are documented in the minutes.

Administrative Support

The Secretary, Oversight Council will provide administrative support to the Nominating Committee.

Frequency of Meetings

The Nominating Committee meets as frequently as necessary to discharge its responsibilities, normally at least three times a year.

The Committee will hold in-person meetings or via telephone, videoconference, or other similar means.

Confidentiality

Material circulated to the Nominating Committee is confidential. Such materials include agenda items and supporting materials.