Corporate Governance Committee Terms of Reference

Members

Chair Daniel Gagnier
Eric Meslin
Stephen Scherer
George Weinstock

Introduction

Genome Canada's Corporate Governance Committee has been established to assist the Board of Directors in its oversight responsibilities with respect to developing, reviewing and assessing governance principles and guidelines for Genome Canada that are consistent with high standards of corporate governance.

The Corporate Governance Committee is a permanent committee of the Board of Directors, and has been given the authority, responsibility and specific duties as described below.

Authority

The Corporate Governance Committee is constituted pursuant to bylaw 7 (article 1), and bylaw 12.

Membership

Membership composition of the Corporate Governance Committee shall consist of a minimum of three members, including the Chair of the Corporate Governance Committee. The Chair and members shall be members of the Board of Directors, appointed by the Board of Directors upon receipt of advice from the Election Committee. The composition of the Corporate Governance Committee shall consist of a majority of independent directors. For the purposes of these terms of reference, a member is independent if they are free of any business or other relationship which could materially interfere with the exercise of their independent judgment, subject to appropriate disclosure, as the case may be.

The President and CEO shall be an ex-officio, voting member of the Corporate Governance Committee. The Chief Administrative Officer and Genome Canada's legal counsel are ex-officio, non-voting members of the Corporate Governance Committee.

Terms

Members shall normally be appointed for a term of two (2) years, renewable.

Meetings

The Corporate Governance Committee shall meet (either face-to-face meeting or by conference call) at least four (4) times a year, with additional meetings called at the request of the Chair or member of the Corporate Governance Committee, an officer of Genome Canada, or the Chair of the Board of Directors.

Quorum

Quorum shall be a majority of its members present at the meeting, in person or by telephone.

Mandate

The Corporate Governance Committee is mandated by the Board of Directors to provide direction, oversight and advice with respect to matters of corporate governance, including development of corporate governance principles and guidelines, review of bylaws, corporate policy, Committee terms of reference, and development of a Board and Committee assessment process.

Roles and Responsibilities

The roles and responsibilities of the Corporate Governance Committee are as follows:

  • Develop, and review annually, the Corporate Governance Manual, including policies and procedures by which the Board will operate, bylaws to ensure their continued adequacy and relevance, and terms of reference for Board committees.
  • Review and assess the needs of the Board in terms of the frequency and location of Board and Committee meetings, meeting agendas, briefing material, and the conduct of meetings.
  • Develop an approach and ensure annual implementation of an evaluation process for the Board and its Committees, Board Chair, and individual directors.
  • Develop, in conjunction with the Chair of the Board and President and CEO, and review annually, Board goals and priorities to ensure effective linkages with Genome Canada's strategic and corporate planning activities.
  • With management, ensure appropriate orientation and education program for existing and new directors.
  • Review and manage the annual Conflict of Interest declaration process for individual directors, and advise the Board, as appropriate, on issues of conflict of interest.
  • Develop, and review annually, a succession plan for Genome Canada's executive management team, including the President and CEO.
  • Monitor Genome Canada's fiduciary and legal responsibilities with respect to external reporting; i.e., corporate plan, annual report.
  • Monitor, benchmark, and apply as appropriate, best practices with regard to corporate governance.
  • Retain, as required, outside experts and specialists to advise the Corporate Governance Committee.
  • Respond to any matter that may be referred to the Corporate Governance Committee by the Board of Directors, and act according to the nature of the referral.
  • On an annual basis, review the Corporate Governance Committee's annual agenda of activities, mandate and terms of reference.

Reporting

The Chair of the Corporate Governance Committee will normally report at each meeting of the Board of Directors on all of its proceedings and recommendations since the last meeting of the Board of Directors. Minutes of meetings will be submitted to the Board of Directors for purposes of information.

History

The Terms of Reference of the Corporate Governance Committee were:

  • Adopted by the Board of Directors on December 7, 2006
  • Reviewed and amended by the Board on June 22, 2007
  • Reviewed and amended by the Board on June 18, 2009

Back