Governance Committee
Summary
The Governance Committee assists the Board of Directors in meeting its fiduciary oversight and related obligations in relation to governance 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:
A. Recommending to the Board governance practices and policies.
B. Approving and implementing an annual performance assessment of the Board and Directors.
C. Approving a process for ongoing assessment of Board and Committee meeting effectiveness.
D. Recommending changes to the Board to address effectiveness issues.
E. Approving appropriate processes to enable the Board to fulfil its duties and obligations including:
i. Orientation of newly appointed Directors; and
ii. Ongoing education for Board members;
F. Recommending, as needed, changes to the mandate of the Board, its Committees, and other components of the organization’s governance framework.
G. Assessing the quality and timeliness of information provided to the Board and its Committees.
H. Reviewing the roles, responsibilities and policies relating to the Board and individual Directors, including the Code of Conduct.
I. Assessing the frequency of Board and Committee meetings.
J. Reviewing governance standards for not for profit and charitable organizations from time to time, adopting processes and practices as deemed appropriate.
K. Reviewing and confirming or recommending amendments to the Committee’s mandate and procedures annually and approving a work plan for 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 governance 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.