Board Committee - Strategy and Performance

Terms of Reference

The Strategy and Performance Committee (the ‘Committee’) is tasked with developing, reviewing, planning and overseeing the implementation of these two functions (PEMAC strategy and performance) as outlined below.

Responsibilities:

The Committee is responsible for:

  1. Strategy

Overseeing management’s establishment of an adequate system of internal controls, policies, and procedures and effective performance of those internal controls, policies and procedures related to strategy.

  • Influence the Board’s primary responsibilities to ensure that the organization has developed a strategy that aligns its mission with the short- and long-term vision of its stakeholders.
  • The Committee should be satisfied that a planning process has been established for the organization, that the process is used to develop a strategic plan and that the plan is being implemented effectively. If not, recommendations shall be put forward to the Board.
  • Enable strategic planning to be a collaborative effort between the Board and management. The Board’s role is to provide an independent challenge of management’s key objectives and assess whether management’s strategy is reasonable in relation to the risks involved, the resources required, and the benefits to be achieved. The Committee shall make recommendations to the Board to this affect.
  • The Board is required to ensure that PEMAC strategic plan is aligned with the organization’s mission and values, that it effectively addresses the associated risks and that the risk/opportunity balance is appropriate given PEMAC’s risk tolerance. In this regard, the Committee shall recommend to the Audit and Risk Committee and or the Board as necessary improvements that focus both on the risks to the strategy and whether PEMAC has an appropriate strategy that takes calculated risks to create value. In addition, the Board should also ensure there is an understanding and awareness of the risks of the strategy, including those risks associated with the assumptions on which the strategy is based, and that those risks are appropriate given the Board’s agreed upon risk appetite.
  • Establish a process to monitor the Strategic Plan goals and objectives which includes a review by the Board of Directors every 6 months and include the provision for amendments in response to changing circumstances. The Strategic Plan should take into account, among other things, the opportunities and risks of the organization. Therefore, it is important that Board members have a clear understanding of the role and purpose of PEMAC as a whole, which are set out in PEMAC’s mission, goals, documents of incorporation, by-laws and policies. The Board must also be cognizant of the expectations of the PEMAC stakeholders, which should be considered in PEMAC’s strategic planning.
  • Provide “active oversight” and input in developing the strategy.
  • Provide to the Board directly or in collaboration with the Audit and Risk Committee a good understanding of the risks to the strategy – those that may limit value creation or even cause the strategy to fail – and the risks of the strategy – those associated with each scenario of the strategy.
  • Support a culture where the Board asks probing questions, including those that challenge assumptions of the strategy presented.
  • Identify potential new risks the strategy can create and recommendations to manage such risks.
  • Support and recommend actions to the Board for a scenario where the strategy failing – as part of this identify what risks and rewards other paths represent.

 

  1. Performance
  • Put in place a practice to review the organization’s performance and its progress towards achieving its annual goals;
  • Ensure the Board receives the appropriate information in terms of scope, level of detail and timeliness, necessary for directors to understand PEMAC’s performance;
  • Work towards helping to ensure PEMAC’s annual goals are realistic and achievable so that mid-year adjustments are not made to its target objectives;
  • Communicate in conjunction with the PEMAC Executive Director, the analysis by this Committee of PEMAC’s performance to stakeholders in a clear and transparent manner with an outlook where it discusses its expectations of the next short to medium term direction.
  • Based on the Governance System and Policy that is implemented monitor and measure the performance of all resources on the Board and the Executive Director ensuring alignment with stakeholder objectives.

 

Talent

  • Ensure that the Board clearly understands the skills and expertise required to manage PEMAC to execute the Strategic plan.
  • Ensure that the Board is actively involved in approving objectives for the management team and in monitoring management’s performance.
  • Monitor and recommend in collaboration with the ARC and Governance Committees improvements dependant on demographic trends that are affecting – and are likely to affect – PEMAC’s ability to execute its strategic plans. Ensure the Board is aware of any talent-related risks facing PEMAC. Ensure strategic plans (objectives or goals) are in place to address such risks.

 

Monitoring Board Performance

  • Finalize and carry-out a yearly “Board Performance Evaluation Form” that is based on emerging and leading practices to assist in the self-assessment of individual directors and the full Board’s performance – Recommend to the Board to move this to the Governance Committee. Governance Committee should develop this over time, along the lines of two years to fully implement. In addition to board members completing the form as a self-evaluation, ask individuals who interact with the board members on committees etc. to provide feedback based on best practices recommendations
  • Ask each board member to complete an evaluation by selecting the appropriate rating that most closely reflects his/her performance and the board as a whole related to each practice.

Recruiting Committee Members:

Opportunities for participation on this Committee by PEMAC Members at Large will be posted on the PEMAC website as required and with notice sent to all members.

The Board of Directors may determine whether specific qualifications are required to participate and may set a process by which Committee members are selected.

Committee members shall receive no remuneration for serving as such but are entitled to reasonable expenses incurred in the exercise of their duty. As outlined in the PEMAC Policies and Procedures found in the Directors Handbook.

Term of Office:

The Board appoints committee members and terms at their discretion.

Any Committee member may be removed by a majority vote of the Board of Directors or Committee members for performance issues. Refer to performance section.

Performance:

If unable to attend any meeting, notice is to be provided to the Committee chair and following the meeting minutes and action items are to be reviewed and followed up on as required. 

Strategy and Performance Committee performance

The Board will review the Committee’s charter on an annual basis to ensure that it remains appropriate to the circumstances of PEMAC and of the Board. Any continuous improvement performance items will be brought to the attention of the Committee and actioned as required by the Committee.

Schedule of Meetings:

The Committee meetings will be held as required.

Committee meetings at a minimum will be held as follows;

  • During Committee development or high demand periods at least monthly;
  • No fewer than four (4) meetings will occur within a calendar year.  

Meeting Format and Agenda:

Meetings will largely be held by remotely accessible means: for example, telephone conferencing, web conferencing, video conferencing. From time-to-time face to face meetings may be held in conjunction with PEMAC events and conferences.

Chair or designate is responsible to ensure that dates, times and means of the meeting are set and communicated to all Committee members and to ensure that agenda and minutes are circulated in a timely way. The Committee members will determine who will chair, will review every 12 months, and rotate in the role as required.

Admin Support from PEMAC staff will be provided to help set calendar meetings, agendas and take minutes etc.

Individual Committee members are free to propose agenda items.

All reports, documents and outputs of the Committee are the property of PEMAC.

Documentation

All current reports, documents and meeting minutes related to this sub-Committee will be stored on the website with access to the Audit, Risk and Performance Committee members, BoD, and Executive Director.

Quorum

No business may be transacted by the Committee except at a meeting of its members at which a quorum is present. A majority of voting members constitutes a quorum.  A meeting may proceed without a quorum for information sharing purposes, but no decisions will be taken.

Recommendations and Decision Making

The Committee will strive for consensus in its decisions. However, majority vote (51%) of the quorum will suffice.

Reporting

The Strategy and Performance Committee will report to the Board of Directors

Reporting can occur in the form of verbal or written reports containing recommendations on matters addressed by the Committee prior to or during Board meeting.

At any other time on relevant issues through the Chair.

All recommendations, directions, decisions and resolutions of the Committee shall be recorded in the minutes of the meetings of the Committee; such minutes will be circulated to the members of the Committee prior to the next meeting.

The Board of Directors will have the final authority to accept or reject the recommendations of the Committee.

 

Statement of Policy and Procedure

Manual:

PEMAC Board Handbook

Status

Final BoD Approved

Section:

Strategy and Performance

Issued:

Nov 17,2021

Subject:

ARC Terms of Reference

Effective:

Nov 18, 2021

BoD Approval Date: Oct 30th , 2021

 

Next Approval Date: Oct 30th, 2022