1. Mandate

1.1 The mandate of the Governance, Social Responsibility and Service Committee is to assist the Board of Management in fulfilling its oversight responsibilities by reviewing all aspects of the Board’s governance framework and associated risks, to ensure the Board functions in an effective and efficient manner. The Committee will also oversee and monitor social responsibility, environmental sustainability, the Agency’s service transformation, and ongoing improvements to service to Canadians.

2. Composition

2.1 The Committee will be comprised of a minimum of three directors of the Board, including a Chair and Vice-Chair.

2.2 Based upon changes in Board membership throughout the year, and/or on an annual basis, the Chair of the Board, in consultation with the Chair of the Governance, Social Responsibility and Service Committee, will review the composition of the Governance, Social Responsibility and Service Committee and recommend to the Board any changes in Committee membership, if required. All changes in Committee membership will be approved by resolution of the Board at the earliest opportunity.

2.3 The Chief Service Officer and Assistant Commissioner of the Service, Innovation, and Integration Branch shall attend, as an observer, all agenda items related to the Agency’s service transformation and improving service to Canadians. Any other person not having business before the Committee (i.e. not on the agenda for a particular meeting) may attend the meeting if approved by the Chair of the Committee 24 hours prior to the meeting. Any request to attend the meeting shall be submitted in writing to the Corporate Secretary no less than 48 hours prior to the meeting.

3. Responsibilities and duties

3.1 To fulfill its mandate, the Committee will:

1. play a leadership role on behalf of the Board to maintain an effective governance framework consisting of principles, policies, and by-laws reflecting current best practices in governance for both public sector and other organizations;
2. monitor the development of Social Responsibility best practices and receive periodic reports on emerging Social Responsibility matters and trends;
3. review regular reports on the Agency’s social responsibility initiatives, including the Agency’s Sustainable Development Policy and the Departmental Sustainable Development Strategy (DSDS) and other initiatives related to environmental sustainability;
4. monitor the Agency’s awareness of Social Responsibility, and its internal culture for encouraging employee participation in community and charitable activities;
5. develop an annual Governance, Social Responsibility, and Service Committee work plan and a work plan for the Board as a whole in order to identify priorities and objectives;
6. undertake an annual review of the structure, charters and membership of Board committees and recommend changes to the Board when deemed appropriate;
7. undertake an annual review of the Board’s composition and recommend updates to the competency profiles for Board members when deemed appropriate;
8. establish effective processes for the ongoing monitoring and annual evaluation of Board and committee performance;
9. assist in the Board nomination process by facilitating the identification of the experience and knowledge requirements of the Board, through the Board’s approval of the Board competency profiles;
10. oversee a program of orientation for newly appointed Board members, as well as an ongoing development program for serving members;
11. review proposed organizational changes with a potentially significant impact on the Agency’s internal structure and associated roles and responsibilities;
12. provide strategic direction in the Agency’s continued commitment to strengthening its service culture and improving service to Canadians;
13. provide advice to the Chief Service Officer in carrying out their mandate to guide the Agency’s service transformation initiatives;
14. review and monitor the implementation of the Agency’s service culture;
15. organize and oversee the Board’s annual Strategic Development Meeting; and
16. undertake other duties the Board may assign to the Committee.

3.2 In discharging the duties under this mandate, each member of the Committee shall be obliged to exercise the care, diligence, and skill a reasonable person would exercise in comparable circumstances.

3.3 In discharging the duties under this mandate, the Committee may seek and rely in good faith upon any report of a lawyer, accountant, an officer of the Agency or any other person whose profession provides credibility to the statement made by such person.

4. Operating procedures

4.1 Meetings

Meetings of the Committee will take place in accordance with the procedures set out in sections 9, 17, and 18 of Board of Management by-law #1. All meetings of the Committee are closed meetings. At the start and at the end of each meeting of the Committee, there may be an in camera session for independent members scheduled on the agenda. There may also be an in camera session with the Commissioner scheduled on the agenda, at the beginning and/or the end of each meeting of the Committee.

Directors who are not members of the Committee may attend the regular and/or in camera sessions as observers, upon consent of the Committee Chair.

The Chair of the Committee may adopt any combination of in camera sessions as they may deem appropriate.

Section 7.1 of the Board of Management Governance Manual, "Meeting Modalities", defines and describes the procedures for closed and in camera meetings / sessions.

4.2 Absence of Committee Chair

In the absence of the Committee Chair, the Committee Vice-Chair will act as Chair.

4.3 Secretary

Unless the Committee specifies otherwise, the Corporate Secretary will act as Secretary for all meetings of the Committee.

4.4 Reporting to the Board

The Committee, through its Chair, will report to the Board, in an abridged manner, at the next regular Board meeting while ensuring the following elements are included in the report:

• Giving an overview of items discussed;
• Inviting comments or questions from other Board members; and
• Bringing any recommendations and/or decisions for the Board.

4.5 Minutes

Minutes of each meeting of the Committee will be prepared by the Secretary or their staff and provided to members for review and approval at the next meeting of the Committee.

4.6 Reading material

Reading material for each Committee meeting will be available in both official languages and provided to Committee members by the Corporate Secretary. Every effort is to be made to allow Committee members at least two weekends for review of the material before the meetings. Committee members will be expected to have read the material in advance of the meeting and thus will be expected to participate fully in Committee discussions on the subject matter contained within the reading material.

4.7 Legal advice

At any time, Committee members may seek legal advice from the legal counsel assigned to the Board of Management by the CRA. All requests for advice will be made in writing to the Agency's legal counsel, with a copy provided to the Corporate Secretary.