Corporate Governance Committee
The Committee is appointed by the Members to assist the Members in discharging their responsibilities relating to:
- Developing appropriate corporate governance practices, guidelines and benchmarks for the Corporation; and
- Developing by-laws for the Corporation.
The Committee shall:
- Make recommendations concerning the powers, mandate, size and composition of each committee of the Corporation.
- Make recommendations as to the content and structure of minutes taken of the proceedings of the Corporation and of its committees.
- Make recommendations as to the rules of procedure to be adopted for meetings of the Corporation and of its committees.
- Make recommendations concerning the composition of the Corporation and the Administration Corporation and the method of choosing its members.
- Make recommendations concerning the code of conduct for the Corporation.
- At least annually, review the practices of the Corporation to identify improvements in corporate governance practices.
- Ensure the by-laws of the Corporation are thoroughly reviewed on a triennial basis.
- Recommend changes to by-laws and any new by-laws as needed.
- At least annually, review the powers, mandates, timelines, size and the composition of the various committees of the Members and, if appropriate, make recommendations to the Members.
- At least annually, evaluate the performance of the SC Board (not individual Members) and the committees of the Corporation.
- Ensure that a review of the Corporation’s service providers is conducted annually.
- Participate in the appointment of directors to the Administration Corporation Board as outlined in By-Law No. 13 (e.g. participation of the Chairperson in the Nomination Advisory Committee and recruitment of the Administration Corporation Independent Board Chair, interviews etc.).
- Monitor the implementation of any communications and engagement strategy and recommend changes to the implementation tactics to Members.
- Ensure the Corporation has effective risk management processes in place and review those processes annually.
- Identify, monitor and report on governance risks faced by the Corporation, and where relevant to the Corporation’s objects, by OMERS.