Transition Binder for Chief Executive Officer

Terms of Reference – Governance Committee

• I. Purpose
• The primary function of the Governance Committee (“the Committee”) is to provide strategic oversight to ensure that:
  • A. the governance of the Canada Energy Regulator (CER or Regulator) is well managed, including the Board’s own operations, structures and guidance;
  • B. the performance evaluation and succession planning of the Board of Directors and CEO receives appropriate strategic advice and direction from the Board; and
  • C. the Indigenous Advisory Committee (IAC) is operating as an effective part of the governance structure of the organization, including providing advice to the Board.
• II. Composition and Operations
  • A. As per Board By-law #1, section 3(4) the Chair of the Board after consultation with the Board, nominate Directors to serve as chair and members of each Committee, to be appointed on an annual basis, or as otherwise required, by resolution of the Board.
  • B. As per Board By-law #1, section 7, the Committee may formulate its own rules of procedures, subject to such policies or directions as the Board may from time to time make.
  • C. The Chief Executive Officer will be a non-voting participant at Committee meetings.
  • D. The Chief of Staff shall act as a resource for the Committee and will attend Committee meetings in that capacity, along with the CEO, and any other staff members approved by the Chair of the Committee. The Chief of Staff will serve as Secretary to the Committee.
  • E. The Committee will meet a minimum of two times each year, with additional meetings determined by the Chair of the Board with the Chair of the Committee.
  • F. If the Committee’s membership is constituted by less than the full Board, then the Chair (or designate) of the Committee will provide a report, either oral or written, of each Committee meeting to the Board at the next regular meeting of the Board.
  • G. From time to time, as deemed required by the Committee and in consultation with the Chair of the Board, the Committee may retain independent advice regarding matters relevant to its Purpose (Part I).
• III. Delegated Authorities
  As per Board By-law #1, section 8, the Committee has no power to act for or on behalf of the Board or otherwise commit or bind the Regulator to any course of action. The Committee only has the power to make recommendations to the Board as the Board may from time to time direct.
• IV. Duties and Responsibilities
  The Board Chair and Chair of the Committee may elect to refer any of the matters noted below to the full Board, with no need for pre-review by the Committee. Subject to the powers and duties of the Board, the Committee will perform the following duties:
  • A. To satisfy itself that the CER is being effectively governed through a sound and efficient governance framework. Strategic advice is to be provided by the Committee to the full Board on decision-making, roles and responsibilities within the organization. Materials to be reviewed by the Committee on an annual basis include:
    • Governance of the CER Mandate, Roles and Responsibilities
    • Board By-laws
    • Board competency matrix
    • Board Committee structure and associated terms of reference
    • Governance Manual
    • Board policies and guidance, including recommendations of any new additions
  • B. To satisfy itself that the composition and performance of the Board is appropriate and that the CEO is performing to meet the strategic objectives of the organization. The Committee will:
    • Guide annual Board performance evaluation
    • Maintain CEO performance framework and lead annual evaluation
    • Provide strategic advice on Director and CEO recruitment and succession planning
  • C. To serve as a liaison between the Board and the IAC, in a manner that aligns with the Terms of Reference for the IAC, ensuring the organization benefits from the strategic advice of the IAC.
  • D. Undertake other duties as assigned by the Board.

Date modified:

2024-03-27