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Corporate Governance Policy - Board Committees

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32 views3 pages

Corporate Governance Policy - Board Committees

G

Uploaded by

chinhgpt189
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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CORPORATE GOVERNANCE POLICY: BOARD

COMMITTEES

Prepared By:

Approved By:

Revision Date:

Effective Date:

Statement of Policy

Manual: Corporate Governance SPP No. GV 1.07

Section: Governance Issued: (Insert Date)

Subject: Board Committees Effective: (Insert Date)

Page: 1 of 3
Issue to: All Manual Holders
Replaces: FN 9.01

Issued By: Dated: (Insert Date)

POLICY

The board of directors should create such standing committees and ad-hoc committees as it deems necessary
and appropriate to fulfill its mandate.

The board of directors should appoint an audit committee to provide oversight on financial and internal control
processes. The audit committee should deal directly with the company’s external auditors in the performance of
its duties.

All board committees should have board-approved terms of reference.

All active standing committees and ad-hoc committees should report to the board regularly on activities and the
fulfillment of their mandate.

All committees should make recommendations to the board for decisions, which must be validated by a resolution
of the board before it has the force of a board decision.

A board committee may require expertise in the performance of its duties and may hire whatever resources it
believes are necessary to perform its duties. Such additional people must sign a confidentiality agreement and a
declaration of conflict of interest.
PURPOSE

The purpose of this policy is to set standards for board committee structures and protocols.

SCOPE

This policy applies to the board of directors and any external resources hired by the board.

RESPONSIBILITY

It is the responsibility of the chair to ensure that all board committees are duly constituted by the resolution of the
board.

It is the board’s responsibility to establish terms of reference for each board committee.

It is the responsibility of each board committee chair to provide oral or written reports regularly to the board of
directors and to ensure that all recommendations stemming from the committee are presented to the board for
decisions.

DEFINITIONS

• Resolution: This is a direction or decision that will be put before the board as a motion at the board meeting.
• Terms of Reference: This is a document specifying the terms under which a particular committee is expected
to operate.

REFERENCES AND RELATED STATEMENTS

• SPP GV 1.01: Board Structure and Mandate


• SPP GV 1.05: Board of Directors Meetings
• SPP GV 1.10: Ethics and Business Conduct
• SPP GV 1.11: Confidentiality and Privacy

PROCEDURES

CONSTITUTING A BOARD COMMITTEE


• From time to time, the board of directors may deem it advisable to create a board committee to assist it with its
work. A board committee is constituted by the resolution of the board.
• As soon as a committee is created, the board will consider and approve terms of reference for the committee.
The terms of reference will include:
− Overall purpose of the committee
− Composition, including the proportion of independent directors and special background and expertise
− Quorum of the committee
− Expected term of the committee (if ad hoc)
− Expected term of committee members
− Means of selecting the chair of the committee (appointed by the board or chosen by committee members)

2 Source: www.knowledgeleader.com
− Detailed responsibilities and duties
− Definitions or other clarifications
• The board will then identify a number of their members who fit the criteria for committee members and invite
them to participate in the board committee.
• At the first meeting of the committee, the committee should select a committee chair who will be responsible to
report back to the board on the work of the committee and to lay before them any recommendations of the
committee.

BOARD COMMITTEE PROCEDURES


• The chair of the board committee is responsible for scheduling committee meetings and setting agendas for
those meetings as well as chairing the meetings.
• Board committees regularly report to the board. The committee chair’s report to the board constitutes a record
of the committee’s activities.
− If the committee or the committee chair believes that further documentation of the committee’s activities is
advisable, the committee may minute their meetings and submit these minutes to the board secretary. The
board-accepted committee report continues to represent the official record of the committee’s activities and
the minutes are treated as supplemental information.
• The board committee report to the board should include the following:
− Dates of all meetings held
− The existence of a quorum at each meeting
− A summary of activities undertaken
− Any recommendations from the committee to the board that the committee would like a board decision on
• From time to time, board members will withdraw from the committee either because their term on the
committee is complete or their term as a director of the board is up. New committee members may be
suggested by the committee or its chair, but the appointment of new committee members is in the board’s
purview and requires a board resolution.

DISSOLUTION OF A COMMITTEE
• When the mandate of an ad-hoc committee has been fulfilled, the committee chair may recommend the
dissolution of the committee. The board passes a resolution dissolving it.

3 Source: www.knowledgeleader.com

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