Authority

  • The Governance and Nominating Committee (“GNC”) shall be constituted under the terms specified under 8.1 of the By-laws of GSIS.
  • Under 8.1(b) of the By-laws, the chair of the GNC shall be the Past-Chair of the Society unless he or she is running for election, or the Past-Chair position is vacant, in which case the chair of the GNC shall be the Chair of the Board, unless he or she is running for election then the Directors shall appoint another Director who is not running for election as the chair of the Committee.
  • Meetings shall be held at the call of the GNC Chair, or upon the request of two (2) members, and a majority of the members of the GNC shall form a quorum.
  • In the absence of the GNC Chair, the Committee members shall appoint an Acting Chair.

Functions and Powers

  • The following shall be the functions of the GNC:
    • With a view to maximizing the effectiveness of the Board of Directors of GSIS:
      • To make recommendations to the Board of Directors for the development of GSIS’s approach to governance issues and for assessing the effectiveness of the Board as a whole and of committees of the Board.
      • To review and make recommendations with respect to the By-laws of GSIS.
      • To carry out any process adopted by the Board of Directors.
    • To recruit appropriate individuals for election as Directors, provide a list of nominees for election as Directors; and make efforts to provide a list of nominees that is balanced as to gender, regional representation and diversity.
    • To recommend to the Board of Directors the persons to serve on standing or special committees of the Board and recommend a Chair thereof.
    • To conduct an annual review of the directors’ remuneration for Board and Committee service, and to recommend any change to the Board for approval.
    • To develop and maintain a written mandate for the Board.
    • To develop and maintain a written mandate for each committee of the Board.
    • To develop and maintain written position descriptions for the Chair of the Board, the Chief Executive Officer, the Registrar, the Vice Chair, the Treasurer, the Secretary and Assistant Registrar, the Chairs of Board committees and an individual Director.
    • To make recommendations to the Board of Directors regarding the process for annual evaluation of the Board, each Board Committee, each individual Director, the Chair of the Board, the Vice Chair, the Treasurer and the Chairs of Board committees.
    • To conduct an annual performance review of the Board, each Board Committee, each individual Director, the Chair of the Board, the Vice Chair, the Treasurer, and the Chairs of Board committees; and report thereon to the Board of Directors.
    • To conduct an annual review of the Board mandate, the Terms of Reference of the GNC, and the mandates of each Committee of the Board.
  • The GNC shall have such other authority and shall perform such other duties as are incidental or ancillary to the duties set out in these Terms of Reference and as may be prescribed by the Directors from time to time.
  • The Chair of the GNC and the Chair of the Board shall meet annually and privately with each Director of GSIS for the purpose of discussing any aspects of corporate governance (including the effectiveness of the Board or any Committee of the Board) which the Chair or such Director may wish to address. The Chair of the GNC and the Chair of the Board shall report to the GNC with respect to the results of such meetings. If the Chair of the GNC is also the Chair of the Board, the Vice-Chair will take the place of the Chair of the Board for the purposes of this section.
  • To assist the GNC in discharging its responsibilities, the GNC may, at the expense of GSIS, retain one or more persons having special expertise.

Meetings

  • Subject to the By-laws and these Terms of Reference, the GNC may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit and may from time to time adopt, amend or repeal rules or procedures in that regard.
  • A two-thirds (2/3) majority of the GNC members shall form a quorum for the transaction of business by the GNC.
  • The Chair of the GNC shall preside at all meetings of the Committee and, in consultation with the other Committee members, shall set the frequency and length of each meeting of the GNC and the agenda of items to be addressed at each meeting. The Chair of the GNC will ensure that the following documents are circulated at least five (5) days in advance of each meeting:
    • The agenda for the meeting.
    • Any written reports or related documentation to be considered by the Committee.
    • Any other documentation related to the business to be conducted by the Committee.
    • The GNC may hold meetings by teleconference or by such other electronic means that permit all persons participating in the meeting to properly communicate with each other.
  • Questions arising at any meeting of the GNC shall be decided by consensus of the Committee members. If a consensus cannot be reached, questions will be decided by a majority of votes. Each Committee member is authorized to exercise one (1) vote. In case of an equality of votes, the Chair of the GNC shall have a second or casting vote.
  • Reporting
  • At each meeting of the Directors, the Chair of the GNC shall report on the work of the Committee that has been undertaken since the last report and a copy of the minutes of each meeting of the GNC shall be provided to each Director of the Board.