1. Mandate

1.1 The Governance and Service Committee (Committee) of the Board of Management (Board) of the Canada Revenue Agency (Agency) assists the Board in fulfilling its oversight responsibilities by reviewing all aspects of the Board’s governance framework, internal controls 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 and/or on an annual basis, the Chair of the Board, in consultation with the Chair of the Governance and Service Committee, will review the composition of the 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 CRA’s Commissioner is a member of the Committee.

2.4 The Chief Service Officer and Assistant Commissioner of the Service, Innovation, and Integration Branch may attend, as an observer, all agenda items related to social responsibility and the Agency’s service transformation. Board Directors who are not members of the Committee may attend the regular closed sessions and/or in-camera sessions as observers, by request or by invitation of the Committee Chair. Requests to observe should be submitted to the Board Secretariat at least two business days in advance of the meeting. Any other person not having business before the Committee may attend the regular closed session with approval from the Committee Chair.

3. Responsibilities and duties

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

3.2 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.

To fulfill its mandate, the Committee will:

3.3 Governance

1. Exercise 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. Develop an annual Governance and Service Committee work plan and a work plan for the Board as a whole in order to identify priorities and objectives;
3. Undertake an annual review of the structure, charters and membership of Board committees and recommend changes to the Board when deemed appropriate;
4. Undertake an annual review of the Board’s composition and recommend updates to the competency profiles for Board members when deemed appropriate;
5. Establish effective processes for the ongoing monitoring and annual evaluation of Board and committee performance;
6. 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;
7. Oversee a program of orientation for newly appointed Board members, as well as an ongoing development program for serving members; and
8. Organize and oversee the Board’s annual Strategic Development Meeting.

3.4 Social Responsibility

1. Receive updates, as required, on social responsibility best practices and trends in the public and private sectors; and
2. 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.

3.5 Service

1. Provide strategic direction to support the Agency’s continued commitment to strengthening and improving service to Canadians;
2. Review and monitor the Agency’s service culture and provide advice to the Chief Service Officer in carrying out their mandate to guide the Agency’s service transformation initiatives;
3. Review and make recommendations to the Board on the Agency’s compliance with service-related legislative requirements in the Accessible Canada Act; and
4. Review and monitor the Agency response to the Taxpayer Ombudsperson Annual and Systemic Examination Reports.

3.6 Accountability

1. Receive regular updates on the progress of action plans and risk mitigation strategies resulting from internal or external audit reports related to topics which fall under the Committee’s mandate;
2. Review and, when appropriate, recommend to the Board approval of public affairs, service and social responsibility-related corporate policies; and
3. Undertake other duties the Board may assign to the Committee.

4. Operating procedures

4.1 Meetings

1. 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 Board 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;
2. The Chair of the Committee may adopt any combination of in-camera sessions as they may deem appropriate;
3. Section 7.1 of the Manual – Meeting Modalities defines and describes the procedures for closed and in-camera meetings/sessions; and
4. A majority of Committee members shall constitute a quorum of the Committee.

4.2 Absence of Committee Chair

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

4.3 Secretary

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

4.4 Reporting to the Board

1. 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:
   • an overview of items discussed;
   • an opportunity to receive comments or questions from other Board members; and
   • any recommendations and/or decisions for the Board.

4.5 Minutes

1. Minutes of each meeting of the Committee will be prepared by the Board Secretariat and provided to members for review and approval at the next meeting of the Committee. The Chair will, as required, brief the Corporate Secretary and the Commissioner following in-camera sessions.

4.6 Reading material

1. Reading material for each Committee meeting will be available in both official languages and provided to Committee members by the Board Secretariat. Every effort is to be made to allow Committee members at least two weekends to review the material before the meetings. Committee members will be expected to have read the material prior to 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

1. 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.