Canadian Institutes of Health Research – Governance and Nominating Committee (GNC) – Terms of Reference

Reference: Section 10 (1) (a) of the Canadian Institutes of Health Research Act
CIHR By-Law, Article 5, section 5.04

Mandate

The Governance and Nominating Committee is a standing committee of Governing Council. The Governance and Nominating Committee monitors and makes recommendations to Governing Council about governance matters and oversees processes for populating standing committee of Governing Council and others outlined in the CIHR Act.

Roles and Responsibilities

The roles and responsibilities of the Governance and Nominating Committee are to provide strategic advice to Governing Council in the following areas:

  • Overseeing the development, maintenance and implementation of governance policies and initiatives, to facilitate and continuously improve Council’s effectiveness, in keeping with current best practices;
  • Orientation of new members;
  • Continuing and targeted education for Governing Council members;
  • Establishing and implementing mechanisms for assessing the performance of Governing Council, its committees and individual committee members, including the Chair;
  • Overseeing the process to ensure Governing Council’s input is provided into the performance objectives and performance assessment of the President, as set by the Privy Council Office;
  • Overseeing the development and maintenance of a nominating profile for Governing Council and each of its committees, including the competencies and skills that each committee as a whole should possess;
  • Using the above profile to inform succession planning;
  • Overseeing the nominating process for members of the Institute Advisory Boards; and
  • Overseeing the nomination process for seeking members for any standing committees or committees established by the Governing Council.

Chair and Membership

The Governance and Nominating Committee is a standing committee of Governing Council.

The Governance and Nominating Committee consists of a Chair, who is a member of Governing Council, plus a minimum of three voting members of the Governing Council.

Membership of this committee may include persons who are not members of the Governing Council. The President is an ex-officio member.

Meetings

To be held at the call of the Chair.

Quorum

A majority of its members.

Reference

Bourinot’s Rule of Order, 4th Edition

Authority

Section 10 (1) (a) of the Canadian Institutes of Health Research Act
CIHR By-Law, Article 5, section 5.04

The Governance and Nominating Committee does not have decision-making authority, except for items specifically delegated to them by Governing Council.

The Governance and Nominating Committee tables recommendations to Governing Council for decision.

Reporting

The Governance and Nominating Committee shall report to the Governing Council on all its proceedings since the last meeting of the Governing Council.

Evaluation

On an annual basis, a review of the terms of reference and re-affirmation of membership.

Secretariat Support

The Governance and Nominating Committee is supported by the CIHR Governance Secretariat. The Secretariat advises the committee chair and members, prepares and distributes minutes, and enables timely follow-up of committee decisions and actions.

Terms of Reference

Approved at CIHR Governing Council Meeting of August 31, 2000.

Revised at the 46th Governing Council Meeting held March 21, 2007.

Further revised at the 56th Governing Council Meeting held June 18-19, 2008.

Further revised at the 69th Governing Council Meeting held November 16-17, 2010.

Committee renamed to Governance and Nominating Committee, May 31, 2018

Further revised at the 122nd Governing Council Meeting held on June 19, 2019

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