Committee chairs

Terms of reference

The role of the Chair of an established Committee of the Board is to provide leadership and to ensure that the Committee fulfills its Charter mandate and any other matters delegated to it by the Board. Committee Chairs are expected to provide independent, proactive, and effective direction to their assigned Committee, guided by their respective Committee Charter.

In addition, Committee Chairs will manage their time and the operations of their Committee with a view to balancing the effective performance of duties with the efficient, economic management of the Board and its Committees.

Responsibilities

1. Committee Chairs will provide leadership in the planning, organization, and operation of their assigned Committee's activities, including:

1. Provide leadership in the annual development and quarterly review of the Committee's workplan, ensuring that all Charter responsibilities are reflected and obtaining input from Committee members and Agency management.
2. Ensure that the Committee holds the number of meetings — in‑person or via video/teleconference — that are required to complete its annual workplan. Convene ad hoc meetings as required.
3. Work with the Corporate Secretary to establish effective agendas for Committee meetings and to ensure that those agendas address the annual workplan.
4. Chair briefing meetings with the Corporate Secretary and management to review proposed agendas, ensuring that the content and format of supporting documents are suitable and will facilitate the Committee's discussions and deliberations.
5. Chair Committee meetings, facilitating active participation by all members and ensuring that appropriate time is allocated to each agenda item and that all items are brought to a suitable resolution.
6. Ensure that there are in camera sessions at each meeting to allow for discussion of confidential Committee matters.
7. As appropriate, hold separate discussions with the Chair, the Commissioner‑CEO, and/or the Corporate Secretary to inform them about in camera discussions and about Committee concerns; and provide direction to the Corporate Secretary in the recording of required follow-up actions arising from in camera sessions.
8. Report to the Board on the activities of the Committee, including Committee discussions, recommendations, and resolutions.
9. Review draft minutes to ensure their accuracy prior to their approval by the Committee.
10. Lead the Committee's annual assessment of the adequacy and effectiveness of the Committee Charter and make any necessary recommendations to the Governance Committee for amendment, prior to referral to the Board for review and approval.
11. Develop knowledge of the subject matter and of best practices related to their assigned Committee's mandate — in part through ongoing liaison with relevant Agency managers — and share knowledge with Committee members.
12. Provide Committee members with feedback and coaching regarding their participation and performance on the Committee, and identify any associated training and development requirements.
13. Ensure that Committee members meet with Legal Counsel to the Board as necessary.

Specific Responsibilities of Individual Committee Chairs

1. Audit Committee Chair

1. Review the Commissioner‑CEO's travel and hospitality expenses on a regular basis and report the findings to the Audit Committee.
2. Ensure that the Committee meets in camera with the Chief Audit Executive and the Office of the Auditor General, as required.
3. Ensure that internal audit reports and reports of the Office of the Auditor General are placed on the Committee's fiduciary agenda as required.

2. Governance Committee Chair

1. Work with the Chair of the Board in the review of Committee membership and recommend Board members to serve as Committee Chairs.
2. Chair the Nominations Committee for federal nominees when required.

3. Human Resources Committee Chair

1. As appropriate, meet with the Assistant Commissioner of the Human Resources Branch to keep abreast of key developments, strategies and issues with respect to the Agency's human resources regime.
2. Ensure proper oversight of the Agency's negotiating mandate and collective bargaining process.

4. Resources Committee Chair

1. As appropriate, meet with the Chief Financial Officer (CFO) and the Chief Information Officer (CIO) to maintain current knowledge of corporate strategies and the status of Agency projects.

Date modified:

2011-09-12