Board Committee - Governance

Terms of Reference

The Governance Committee is tasked with developing, reviewing, planning and overseeing the implementation of PEMAC governance as outlined below.

Responsibilities:

The committee is responsible for:

  1. Governance

 

Overseeing governance in the areas of processes and structures used to direct and manage PEMAC and the activities that are carried out. Governance defines the division of power and establishes mechanisms to achieve accountability among stakeholders, the Board of Directors and management. The Committee will design and develop good governance systems to help PEMAC focus on the activities that contribute most to the strategic objectives, use PEMAC voluntary and paid resources effectively, and ensure that they are managed in the best interests of PEMAC’s stakeholders including PEMAC members.

 

The PEMAC Governance System will include, as it is developed over time, the following key areas that make up good governance:

 

  • People - processes are in place that obtain the best possible people in the correct roles based on their values, experience, knowledge, commitment, passion and education.
  • Processes - business processes define and guide day-to-day activities, including the processes for accumulation of information and reporting that information to the Board and stakeholders. Determine and work with PEMAC committees as they develop over time and help shape the collaboration between the Committee with clear roles and responsibilities of each (the finalization of charter will be a start in this area. 
  • Technology - technology is utilized to support business process in day-to-day activities including accumulating information and reporting that information to the Board and stakeholders.
  • A governance system will include programs that provide controls over the planning, operations, reporting (both internal and external), compliance and risk management.
  • Understand and align the governance system key elements essential for PEMAC’s success (for example, reputation in the community / industries, status as a leader and contributor in the areas of Asset Management, active support of volunteers, key employees, funding and the continuing need for the various member and community services focused on delivering PEMAC strategic plan objectives.
  • Creation of a policy for the Board and Executive Director roles to ensure their utilization is aligned with stakeholder objectives.
  • Set the strategy and policy to ensure PEMAC has a robust “leadership pipeline” in place for both the Board of Directors, the position of Executive Director and for the Executive Director to follow for recruiting, retaining and developing future leaders for PEMAC.

 

The Governance Committee is responsible for ensuring that an appropriate governance system is in place and for coordinating the evaluations of the Board, its committees and individual board members.

Further to this the following areas will apply:

  • Lead and create an environment where the Board is actively involved in approving objectives for the management team and in monitoring management’s performance;
  • Facilitate and guide the Board in identifying PEMAC various stakeholders, the expectations each stakeholder group has for PEMAC and the appropriate methods of communication to and from each;
  • Determine and recommend to the Board what internal controls exist over the use of resources, approving expenditures. Support and ensure the Board reviews and approves the PEMAC budgets. Ensure a process or guidance document is created to indicate what decisions need Board approval;
  • Facilitate and guide the Board to articulate its responsibilities in a formal mandate such as the PEMAC Strategic Plan;
  • Ensuring the compliance of the Board, management and others with the policies and procedures of the Board and the organization;
  • Integrate the responsibilities for governance oversight and director nominations in the mandate of a governance committee or a combined governance and nominating committee;

Governance Committee Membership:

Committee members must be Board Members, either elected or appointed.

Committee members shall receive no remuneration for serving as such, however 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. 

Governance 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 and Risk Committee members, Board of Directors, 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 Governance 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:

Governance

Issued:

Nov 17,2021

Subject:

Governance Terms of Reference

Effective:

Aug 16, 2023

BoD Approval Date: August 16, 2023

 

Next Approval Date: August 16, 2024