Meeting Schedule and Frequency

Committee Mandate Framework

Summary

The (insert name) Committee assists the Board of Directors in meeting its fiduciary oversight and related obligations in relation to (identify key accountability) and related matters.

Composition

The Committee is to be comprised of 3 - 5 Directors. Committee members will be recommended for Board approval by the Governance Committee and the Board Chair. Members will serve for one-year terms. The Board may reappoint any or all members of the Committee for additional one-year terms.

Meeting Schedule and Frequency

The Committee will meet at least annually or as many times as needed to carry out its duties effectively.

Boundaries

The following define the limits of the freedom of the authority of this position. In its governance of FaithLife Financial, the Committee may not:

1.  Give management direction to the CEO or the CEO’s staff.

2.  Change or contravene the Letters Patent, Bylaws or other related requirements.

3.  Violate applicable legislation and/or the regulatory requirements.

Responsibilities

The Committee fulfills its purpose by:

(insert specific accountabilities of the Committee.

Committee Leadership

The role of the Committee Chair is to:

·  Foster a constructive tone so that the Committee works as a cohesive team.

·  Assist the Board Chair in developing and fostering a healthy Board culture.

·  Ensure that the informational needs of Committee members are met.

·  Promote the independent thinking and decision-making of the Committee.

·  Build consensus among Committee members.

·  Ensure meeting time is used effectively.

·  Monitor Committee activities to ensure the work undertaken is consistent with the mandate and does not interfere with Management’s responsibilities.

·  Work with the Board Chair to ensure that the Committee fulfills its mandate and completes its work plan efficiently and effectively.

·  Move Committee discussion towards a constructive and timely resolution.

Reporting and Accountability to the Board

Following each Committee meeting, report verbally to the Board at the next scheduled meeting on the activities, findings and any recommendations of the Committee.

Other

The Committee will:

·  Retain external advisors to provide relevant expertise and any other support as required or deemed appropriate, following the Board-approved selection process.

·  Ensure members are provided with the appropriate resources and education to fulfill the Committee’s responsibilities.

·  Annually evaluate the Committee’s performance in fulfilling its mandate and report findings to the Board.