THE HAVEN FOUNDATION

GOVERNANCE COMMITTEE

TERMS OF REFERENCE

 

 

A.            OVERVIEW AND PURPOSE

 

The Governance Committee (the “Committee”) is responsible to the Board of Directors (the “Board”) of the Haven Foundation (the “Foundation”).   The Committee is responsible for assisting the Board to ensure that an appropriate governance system is in place for the Board’s overall stewardship responsibility and the discharge of its responsibility to the stakeholders of the Foundation.  The Committee is also responsible for making recommendations to the Board on: Board and senior management compensation matters; proposing nominees to the Board; composition of the Board representing the appropriate stakeholders; and for assessing the overall performance of the Board and the committees of the Board.

 

The Committee is a standing committee of the Board.  

 

B.            MEMBERSHIP AND ATTENDANCE AT MEETINGS

 

1.                    The Committee shall be comprised of at least three board appointed members, of whom at least two shall be members of the Board, all as appointed by the Board.

2.                    The Chair of the Committee shall be a member of the Board and shall be appointed by the Board.

3.                    The Chair of the Board (or if there are co-chairs, both co-chairs) shall be a full member(s) of the Committee. The said Chair(s) of the Board shall count as (one of the) members appointed by the Board for the purpose of compliance with paragraph B1, and shall so count for the purpose of determining a quorum. The Executive Director, and the Secretary Treasurer shall be ex-officio members of the Committee.

4.                    Attendance at Committee meetings, other than the appointed members, will be at the invitation of the Committee.

 

 

 

C.            DUTIES AND RESPONSIBILITIES

Governance

1.                    To periodically consider the size of the Board and the skill sets of existing Board members, and to make any appropriate recommendations to the Board, for proposal to the Members of the Foundation, regarding the size and composition of the Board. Such reviews shall take into account the desirability of ensuring that various stakeholders, including faculty have an opportunity to contribute to the work of the Board..

2.                    To ensure that an appropriate orientation and education program is in place for Board members ,that full disclosure of the risks of being a member of the Board is given and that informed consents are signed by all prospective board members.

3.                    To conduct an annual assessment of the effectiveness of the Board and the committees of the Board, and to report on such assessment to the  Board.

4.                    To recommend a slate of 3 Board Members to conduct a performance assessment of the Chair (or Co-Chairs) of the Board on an annual basis, and to report the results of such assessment to the Board.

5.                    To lead the process, when required, to identify a candidate for appointment by the Board to the office of Executive Director .

6.                    To recommend to the Board, when and as required, candidates for appointment to the offices of Chair, Treasurer and Secretary of the Board.

7.                    To review and make recommendations to the Board on governance issues including, but not limited to:

a)       monitoring, reviewing and updating the ongoing development and maintenance of the approach by the Foundation to governance issues, including the governance guidelines; and

b)       reviewing the description of the system of governance in place at the Foundation for inclusion in any annual report of the Foundation.

8.                    To establish, and update as required, the limits of authority of the Executive Director for the review and approval of the Board and to ensure that the Executive Director has sufficient authority to implement the current budget, to carry out all operations falling within the budget, and to implement the current overall Strategic Plan

9.                    To review the constitutional documents and bylaws of the Foundation and provide any recommended changes thereto to the Board for recommended Member approval.

Recommending Board Nominees

1.                    With regard to Board nominations, the Committee shall:

a)       suggest the criteria, profile and qualifications for new nominees to fill vacancies on the Board and to ensure that adequate representation from all stakeholders, including faculty, is considered;

b)       identify and interview (where necessary) such potential nominees as may be required, and make recommendations thereon to the Board to pass on for approval by the Members;

c)       at the request of the Members, to recruit such new nominees as may be required; and

d)       recommend the slate of directors and the Board Chair to be appointed at each annual general meeting of the Foundation Members.

2.     The Committee is required to consult fully with the Chair of the Board in the process of recruiting new directors.

Compensation and Performance

1.                    The Committee shall annually establish, in conjunction with the Executive Director, the objectives and performance targets that the Executive Director is responsible for meeting, for the review and approval of the Board.

2.                    The Committee shall, in conjunction with the Chairman of the Board, annually review the Executive Director’s performance both generally and as compared to the established objectives and performance targets, and report thereon to the Board.

3.                    The Committee shall review, on an annual basis, the compensation package of the Executive Director and make recommendations to the Board.

4.                    The Committee shall review the overall compensation plans in place for senior management at the Foundation, including base salary, pensions and benefits, and provide a report thereon to the Board.

 

General

1.                    The Committee shall consider any other matters that, in the opinion of the Committee or at the request of the Board, would assist the Board to meet their responsibilities.

2.                    The Committee shall review annually the Committee’s terms of reference and recommend any required changes to the Board for approval.

3.                    The Committee shall provide reports and minutes of meetings to the Board.

 

D.            COMMITTEE PROCEDURES

 

1.         Meetings of the Committee shall be held as required, but not less than two times per year.

2.         Committee meetings may be called by the Committee Chair or by a majority of the Committee members. The Executive Director shall be notified when a meeting is called.

3.         Meetings shall be chaired by the Committee Chair or, in the absence of the Chair, by a member chosen by the Committee from among themselves.

4.         A quorum for the transaction of business at any meeting shall be a majority of the members of the Committee which shall include a majority of the members of the committee appointed by the Board.

5.         Management shall provide for the delivery of notices, agendas, and available related materials to the Committee no later than the day prior to the date of the meeting; however, it should be standard practice to deliver the agenda and materials for consideration at the meeting at least five days prior to the meeting except in unusual circumstances.

6.         Committee decisions shall, wherever possible, be made by consensus. For the purpose of these Terms of Reference, consensus shall mean the absence of a dissenting opinion.

7.         Where consensus is not reached, decision shall be by majority vote with the Chair having one vote. Where there is a tie vote, the Chair shall not have a second or deciding vote and the resolution fails. Where there are dissenting votes, those votes shall be recorded and the Board would encourage those casting dissenting votes to present a summary of their dissenting views for the consideration of the Board when the committee presents its report.

8.         All members of the committee (ex officio and Board appointed) shall have full voice and vote.

9.         Meetings may be conducted with members present, or by telephone or other communications facilities that permit all persons participating in the meeting to hear or communicate with each other.

10.      A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of that Committee is as valid as one passed at a Committee meeting.

11.      The members of the Committee shall appoint a Secretary of each meeting and the person so appointed shall keep minutes of that meeting.

12.     Minutes of the meetings of the Committee, prepared in draft, shall be distributed by the Secretary to all members of the Committee within five days of each meeting and shall be submitted for approval at the next regular meeting of the Committee.

13.     Approved Committee minutes shall be forwarded to the Secretary/Treasurer of the Board for approval by the Board and inclusion in the Corporate Minute Book.

 

Approved September ____, 2008