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 Institute advisory boards, standing committees of Governing Council, and the position of Scientific Director of Institutes, as 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;
- Overseeing the creation and implementation of new standing committees;
- Overseeing the review and revalidation of delegation of authorities to the President;
- Orientation of new members;
- Ensuring the 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, language representation and Equity, Diversity, and Inclusion (EDI) considerations that each committee as a whole should possess;
- Using the above profile to inform succession planning;
- Overseeing the application and nominating processes for members of the Institute Advisory Boards; and
- Overseeing the application and nomination processes for seeking members for any standing committees or committees established by the Governing Council.
- Overseeing the renewal process and appointments of Scientific Director appointments to the Institutes.
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 quarterly. Additional meetings may be scheduled 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 meeting material and minutes, and enables timely follow-up of committee decisions and actions.
Terms of Reference
Revisions approved at the 151st Governing Council Meeting of July 13 2022.
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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