Election Committee Terms of Reference

Members

Chair Thomas Caskey
Pete Desai
Stephen Scherer

Introduction

Genome Canada’s Election Committee has been established to assist the Board of Directors with respect to its legal and fiduciary responsibilities as to Board and Committee succession planning, including overseeing the process for selection of new directors to the Board and members to Committees as well as reviewing, from time to time, Board and Committee size, composition and profile.

The Election 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 Election Committee is constituted pursuant to bylaw 7 (article 1) and bylaw 11.

Membership

Membership composition of the Election Committee shall consist of a minimum of three members, including the Chair of the Election 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 Election 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 is an ex-officio, voting member of the Election Committee. The Chief Administrative Officer is an ex-officio, non-voting member of the Election Committee.

Terms

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

Meetings

The Election Committee shall normally meet before Genome Canada’s June Board of Directors and Annual General Meeting. The Election Committee shall meet as required - up to four meetings (either face-to-face or by conference call) per year in order to fulfill its mandated responsibilities. Additional meetings can be called at the request of the Chair or member of the Election 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 Election Committee is mandated by the Board of Directors to provide advice and recommendations with respect to Board and Committee succession planning including the selection process and selection criteria, as well as Board and Committee size, composition and profile. The Election Committee shall exercise any other power and function which may be determined from time to time by the Board of Directors.

Roles and Responsibilities

The roles and responsibilities of the Election Committee are as follows:

  • Establish a formal and transparent selection process which will identify prospective candidates for election as directors of the Board at the Annual General Meeting or otherwise to be appointed by the Board to fill any vacancy of the Board from time to time
  • Establish selection criteria for identifying prospective candidates for appointment to the Board of Directors and/or its Committees which takes into consideration:
    • competencies and skills of current directors of the Board and members of Committees
    • the future needs (opportunities and risks) of the Board and its Committees
  • Assess the qualifications of prospective candidates including
    • meeting applicable standards to be considered as independent directors
    • commitment of sufficient time and resources to perform duties of a Board director and/or member of a Committee
    • competencies and skills which complement, or add to the competencies and skills of current directors of the Board and members of Committees
  • Recommend committee chairs for Board Committees, having regard to the attributes and skills required for effective chairmanship
  • Ensure appropriate consultation with the Minister of Industry, as required, regarding the appointment of directors to the Board
  • Review, from time to time, the appropriate size, composition and profile of the Board and Committees, including assessing the need for cross appointments to enhance committee effectiveness, and elaborating succession plans for future directors of the Board
  • Retain, as required, other specialists to advise the Election Committee
  • Respond to any matter that may be referred to the Election Committee by Board of Directors, and act according to the nature of the referral.
  • On an annual basis, review the Election Committee’s mandate and terms of reference

Reporting

The Chair of the Election 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 Election Committee were:

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

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