Executive Committee Terms of Reference
Members
- Dr. Thomas Caskey (Chair)
- Pete Desai
- Daniel Gagnier
- George Weinstock
Introduction
Genome Canada’s Executive Committee has been established to assist the Board of Directors
with respect to overseeing the direction and management of the property, business and affairs of
Genome Canada.
The Executive 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 Executive Committee is constituted pursuant to bylaw 7 and bylaw 26.
Membership
The Executive Committee shall be comprised of a minimum of three (3) and a maximum of six (6) members.
The Chair and members of the Executive Committee shall be members of the Board of Directors, appointed
by the Board of Directors, and will include the Chair and Vice-Chair of the Board of Directors, and the
Chairs of each of the Board committees. The composition of the Executive Committee shall consist of a
majority of independent directors. For the purposes of these terms of reference, a member is independent
if they are not an employee of the organization and 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 Chief Executive Officer is an ex-officio, non-voting member of the Executive Committee.
Terms
Members shall normally be appointed for a term of two (2) years, renewable.
Meetings
The Executive Committee does not require compliance to pre-set statutory meetings, but will meet at the
request of the Chair or a member of the Executive Committee, or the Secretary or the Chair of the Board
of Directors, or the President and Chief Executive Officer.
Quorum
Quorum shall be a majority of its members present at the meeting, in person or by telephone.
Mandate
The Executive Committee will act on behalf of the Board of Directors when the Board is not in session
and shall exercise all or any of the powers vested in the Board of Directors, save and except any powers
to adopt, amend or repeal any by-laws of the Corporation or appoint any directors of the Corporation and
do such other acts as must be performed by the directors themselves, under the law. The Executive Committee
shall not pass any resolutions that would cause the Corporation to commit funds without receiving a prior
specific mandate from the Board of Directors.
Reporting
The Chair of the Executive Committee will usually report at each meeting of the Board of Directors on all
of its proceedings, if any, since the last meeting of the Board of Directors. Minutes of meeting shall be
submitted to the Board of Directors for purposes of information.
History
The Terms of Reference of the Executive Committee were:
- Initially adopted by the Board on June 17, 2010
- Reviewed and amended by the Board on September 22, 2011.
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