TERMS OF REFERENCE – GOVERNANCE COMMITTEE Name ...

TERMS OF REFERENCE – GOVERNANCE COMMITTEE
Name
Mandate
Key Duties
Authority
Composition
Meetings
Resources
Reporting
Governance Committee
The Governance Committee is a standing committee of MSC. Its role is to
assist the Board of MSC in fulfilling its oversight responsibilities related to
governance, governing documents, policies and strategic planning.
The Committee will perform the following key duties:
• Advise the Board and members on the adequacy and effectiveness of
MSC’s key governing documents and framework policies including
vision, mission, values and mandate statements.
• Work with staff to prepare, review, monitor and evaluate strategic
plans and business plans, and present these to the Board for
approval.
• Recommend to the Board and members, as required, amendments to
the Letters Patent, Bylaws and policies.
• On an ongoing basis provide expertise to enhance the quality of
Board discussion on policy and governance matters, and facilitate
effective Board decision-making in these areas.
• Such additional duties as may be delegated to the Committee by the
Board from time to time.
The Committee is an active advisor to the Board. The Committee may
establish sub-committees or Task Forces to deal with specific issues in
relation to the mandate of the Committee.
The Committee will be composed of the Executive Director and three
additional persons who are appointed by the Board within 30 days of the
Annual General Meeting, at least one of whom will be a Director.
Members of the Committee will serve terms of two years, and such terms
may be renewed to a maximum of three consecutive terms. The
membership of the Committee will have regard to the diverse nature of
MSC’s membership including language, gender and geographic location.
The Chair of the Committee will be appointed by the Board and will be a
Director. The Committee will meet by telephone or in person, as required.
Meetings will be at the call of the Chair.
The Committee will receive the necessary resources from MSC to fulfill its
mandate. The Committee may, from time to time, receive administrative
support from a MSC staff person.
The Committee will report through the Chair to the Board at every
meeting. The Committee will report to the membership, in writing, at the
Annual General Meeting.

Approval
Review
Other
These Terms of Reference were approved by the Board of Directors of
MSC on November 8, 2009.
The Committee will review these terms of reference on an annual basis
and will make recommendations to the Board on any revisions, if
warranted.
The general provisions of MSC’s Bylaws as they relate to committees
also apply.