Governance, Election and Compensation Committee Terms of Reference
Members
- Daniel Gagnier (Chair)
- Thomas Caskey
- Peter Harder
- Stephen Scherer
Introduction
Genome Canada’s Governance, Election and Compensation Committee is established to assist the
Board of Directors in its oversight and fiduciary responsibilities with respect to:
- developing, reviewing and assessing governance principles and guidelines for Genome Canada
that are consistent with high standards of corporate governance;
- 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; and
- compensation for Genome Canada’s employees.
The Governance, Election and Compensation Committee shall exercise any other power and function
which may be determined from time to time by the Board of Directors.
The Governance, Election and Compensation 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 Governance, Election and Compensation Committee is constituted pursuant to bylaw 7.
Membership
Membership composition of the Governance, Election and Compensation Committee shall consist of a
minimum of four members, including the Chair of the committee. The Chair and members shall be
members of the Board of Directors, appointed by the Board of Directors. The composition of the
Governance, Election and Compensation 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 corporation 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 shall be an ex-officio, voting member of the Governance,
Election and Compensation Committee. The Chief Administrative Officer will usually be invited to
the Governance, Election and Compensation Committee meetings.
Terms
Members shall normally be appointed for a term of two (2) years, renewable.
Meetings
The Governance, Election and Compensation Committee shall meet (either face-to-face meeting or
by conference call) at least two (2) times a year, with additional meetings called at the request
of the Chair or a member of the Governance, Election and Compensation 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 Governance, Election and Compensation Committee is mandated by the Board of Directors to:
- provide direction, oversight and advice with respect to matters of governance, including corporate
governance principles and guidelines, by-laws, corporate policy, Committee terms of reference, and Board
and Committee assessment process;
- 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;
and
- provide advice and recommendations with respect to compensation practices, policies and procedures
for Genome Canada employees.
Roles and Responsibilities
Governance Responsibilities:
- Develop, and review as required,
- the Corporate Governance Manual, including policies and procedures by which the Board will
operate,
- by-laws 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 implementation of evaluation processes and mechanisms for the
Board and its Committees, Board Chair and individual directors;
- Oversee and monitor Board goals and priorities to ensure effective linkages with Genome Canada’s
strategic and corporate planning activities;
- Ensure existing and new directors benefit from an appropriate orientation and education program;
- Review the annual Conflict of Interest declaration process for individual directors, and advise
the Board, as appropriate, on issues of conflict of interest;
- Ensure a succession plan for Genome Canada’s executive management team, including the President
and Chief Executive Officer;
- 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;
Election Responsibilities:
- 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;
Compensation Responsibilities:
- Establish, and regularly review, compensation and compensation policy for Genome Canada to ensure
continuous application of best practices, as well as competitiveness with comparative markets;
- Establish a performance evaluation process for the President and Chief Executive Officer, including
review and assessment of the performance targets and corporate goals and objectives that are relevant to
the President and Chief Executive Officer’s compensation;
- Recommend to the Board of Directors, proposed compensation to the President and Chief Executive
Officer, including any adjustments to the annual compensation, as well as performance awards;
- Review and assess the compensation and performance award recommendations of the President and Chief
Executive Officer that are relevant to performance targets met by Genome Canada’s management staff;
- Recommend compensation for Genome Canada’s management staff, including any adjustments to base
salary, as well as performance awards;
Other Responsibilities:
- Retain, as required, other specialists to advise the Governance, Election and Compensation Committee;
- Respond to any matter that may be referred to the Governance, Election and Compensation Committee by
the Board of Directors, and act according to the nature of the referral;
- On an annual basis, review the Governance, Election and Compensation Committee’s mandate and
terms of reference.
Reporting
The Chair of the Governance, Election and Compensation Committee will usually 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, Election and Compensation Committee were:
- Initially adopted by the Board of Directors on September 22, 2011.
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