The terms of reference of the Governance committee are to advise the Board of Directors and make recommendations for the adoption and application by the Order of a set of governance processes that comply with the Order's legal obligations and reflect best practices and current trends in sound governance for organizations similar to the Order, in accordance with the principles of accountability, integrity, fairness and transparency.
The responsibilities of the committee include:
- Monitoring sound governance trends and the development of governance best practices in collaboration with the management of the Order;
- Determining, from among the above-mentioned practices, those that are most relevant to the Order with a view to proposing their implementation;
- Drafting and reviewing appropriate governance policies and application processes in collaboration with the management of the Order and proposing their adoption by the Board;
- Evaluating the governance processes applied at the Order and, if need be, making recommendations for improvements, especially in light of the application of governance processes and the annual evaluation of committee and Board operations, and of the Board’s members;
- Ensuring, in collaboration with the management of the Order, that the description of the Order's governance processes is kept up to date;
- Ensuring that an orientation and training program is developed and applied for Board members concerning their mandate and obligations with respect to the Board;
- Acting in an advisory capacity with respect to the interpretation and application of the Order's governance processes; the committee may, for example, be consulted about real or hypothetical situations when there is doubt about the scope or application;
- Reviewing the compensation allowance (compensation or professional fees where applicable) of the Chair and Vice-chair of the Order, and making a recommendation for approval by the Board;
- Reviewing the director’s fees paid to directors elected and appointed to the Board, and making a recommendation for approval by the Board.