Below are the Terms of Reference for our Corporate Governnace Committee - it does not act as a nominating committee.

Corporate Governance Committee Terms of Reference

RevDate: 12/06

• Purpose – the Corporate Governance Committee is responsible for overseeing the quality and the effectiveness of Central’s corporate governance.

• Authority – the Corporate Governance Committee derives its authority from the Board.  

• Composition and Quorum – the Board shall annually appoint a Corporate Governance Committee, consisting of four Directors, one of whom shall be the person elected as the Chairperson of the Board. The other three members of the Committee shall be elected by and from the Board, at the first meeting of the Board following Central’s Annual General Meeting.

A quorum shall be a majority of the Committee.

• Chair Selection and Responsibilities – the Chairperson of the Committee shall be elected by and from the Board, but shall not be the Chairperson of the Board.

The Chairperson shall act in accordance with the Committee Chairperson Terms of Reference.

• Objectives/Deliverables – the Corporate Governance Committee shall monitor corporate governance best practices and recommend to the Board with respect to corporate governance in general, including, without limitation:
  
  − all matters relating to the Board’s fiduciary responsibilities, in respect of the management of Central
  
  − compliance with policies associated with an efficient system of corporate governance
  
  − evaluation of director education
  
  − Board compensation
  
  − the orientation of new directors
  
  − maintenance of an effective working relationship between the Board and management.
  
  − Corporate Governance – the Committee shall:  

  • monitor best practices and trends in board governance and develop recommendations thereon for consideration by the Board  

  • oversee the quality and the effectiveness of Central’s corporate governance policies and procedures, in light of evolving corporate governance best practices, recommending changes to Central’s corporate governance policies and procedures, as the Committee deems advisable  

  • at least annually, review the terms of reference of the Board of Directors, its Chairperson, its committees, and directors and recommend changes to the Board  

  • at least annually, consider the Committee’s Terms of Reference, recommending changes thereto, as the Committee deems advisable  

  • at least biennially, review the effectiveness of the Board’s committee structure, in light of the evolution of governance practices and any change in the structure and operation of Central  

  • at least biennially, review Central’s Rules, recommending to the Board such changes as the Committee deems advisable  

  • develop and oversee maintenance of Central’s Board of Directors’ Manual

  • review and approve the corporate governance disclosure section of the Central's annual report, and any other corporate governance matters as required by public disclosure documents  

  • review and approve Central’s annual corporate governance return to the Financial Institutions Commission  

  • monitor the adoption of, implementation of and adherence to enterprise risk management guidelines as they relate to corporate governance and  

  • provide input to the Chairperson of the Board on the appointment of members of system committees appointed by Central and Central’s representatives to affiliated and subsidiary entities.

  − Board Composition, Operations and Evaluation – the Committee shall: 
  

  • review, from time to time, the size, composition and profile of the Board, taking into account age, geographical representation, disciplines and other issues it considers appropriate and which may affect the dynamics of the boardroom  

  • review, at least biennially, the desirable attributes of directors and  

  • lead the annual board and director evaluation process, including evaluating the effectiveness of Board meetings, assess the results, and make recommendations to the Board with respect to improvements thereto.

  − Director Compensation, Education and Protection – the Committee shall: 
  

  • at least triennially, cause to be undertaken a comprehensive review of the remuneration, including perquisites, of directors, committee chairpersons and the Board Chairperson and of Central’s director expense policies, recommending changes thereto as the Committee deems advisable  

  • review and recommend to the Board a director education policy  

  • monitor director education funding and identify general education sessions for all directors  

  • at least biennially, review the funding of Central’s director education policy  

  • establish a new director orientation policy and at least annually review the effectiveness of the orientation of new directors  

  • ensure every new director attends the new director orientation session and  

  • at least biennially, review the adequacy of Central’s directors and officers’ liability and corporate errors and omissions insurance coverages.

  − Officers and Employees – the Committee shall: 
  

  • monitor the quality of the relationship between management and the Board and recommend improvements as deemed necessary or advisable  

  • review proposed changes to Central's organization structure which would have a material effect on reporting lines or independence of key control groups such as internal audit, finance, legal, compliance and risk management and  

  • advise executive management on topics for presentation to or for discussion at sessions held in conjunction with general membership meetings, fall conferences, Board planning, director orientation, Board meetings and other opportunities for director education, and evaluate the effectiveness of those meetings.  

• Meetings and Procedures – the Corporate Governance Committee shall meet as it deems necessary, but not less frequently than quarterly. The Committee may meet in person or by telephone conference call. Meetings shall be called by the Chairperson and, whenever possible, seven days notice, in writing, shall be circulated to members of the Committee.

Whenever possible, an Agenda, and reports to be considered at the meeting shall be circulated in advance of the meeting.
Meetings of the Corporate Governance Committee shall be arranged and administered by the Office of the Corporate Secretary of Central.

• Management and Resources – the Corporate Governance Committee shall be resourced by the President and Chief Executive Officer and the Corporate Secretary. The Corporate Governance Committee may, through the Office of the President and Chief Executive Officer, access additional internal staff resources as necessary.

The Corporate Governance Committee may consult external advisors, at its discretion.

• Records and Reporting – any records to be maintained will be maintained by the Corporate Secretary. The Committee will report to the Board at the next meeting of the Board following a Committee meeting on its activities and recommendations. 

• Accountability – the Corporate Governance Committee is accountable to the Board of Directors.

Generally, the Governance Committee is a standing committee of the Board of Directors. Its mandate is to assist the Board of Directors in fulfilling its oversight responsibilities in respect of the management team and other entities if any. The Governance Committee shapes the overall approach to governance issues and key corporate governance principles, and implements, monitors, assesses and reviews:

(a) matters pertaining to governance rules, procedures and policies, as well as compliance,

(b) matters pertaining to the organization and composition of the Board of Directors, including the organization and conduct of Board meetings and the education, effectiveness and independence of the Board of Directors, its Committees and individual Directors, and

(c) matters pertaining to the organization’s values, beliefs, policies and practices in respect of regulatory compliance, conflict of interest, standards of ethical conduct and market conduct.

The Governance Committee also discharges the Board of Directors’ responsibilities relating to its Directors compensation and succession and the succession planning of senior management personnel.

You need to outline specific duties based on your organization, membership and reporting structures. Your membership requirements contains specific positions that you require to have on the Committee. For Governance it is generally the Chairman of the Board and the CEO if he/she is a director.

According to your internal by laws you can choose to have the Chair as a member of all Committees or as ex officio. Also you can have specific requirements built into the by-laws on the rotation of Chairs of all Committees and the Board i.e. the term of office.

<Name is hidden> wrote:At our company the role of corporate governance and nomination of directors is combined in the Corporate Governance and Nominating Committee. The purpose of the Corporate Governance and Nominating Committee is to oversee and monitor the Company’s corporate governance policies and practices, to identify, propose and nominate candidates for election as directors and to recommend a slate of nominees for election at the Company’s annual general meeting on behalf of the Board of Directors and to report on the Committee’s activities on a regular and timely basis to the Board.
 
 Attached are our Terms of Reference which outline the roles and responsibilities of the committee members and the process for nominating candidates for the Board and the committees.