Board Policy CA-320: Governance and Nomination Committee

Effective date: 2022-06-21


The Governance and Nomination Committee is responsible to guide the Board of Directors (the “Board”) on matters relating to the structure and good governance of Vitalité Health Network (the “Network”) and for supporting and advising the Board in this area.  He is primarily concerned with overseeing the activities of the board of directors, rather than the organization as a whole.  Committee sees to the adoption by the Board of policies ensuring the Network’s good governance and the implementation of a process for evaluating the Board, its committees, and its members.

Committee membership and operation

  1. The Committee is made up of at least four voting members of the Board, one of whom will act as Chair.
  2. The Chair of the Committee is appointed by the Board.
  3. The Chairperson of the Board is a voting ex officio member and the President and CEO is a non-voting ex officio member.
  4. The Committee operates within the Board of Directors Committees policy (CA-300).
  5. The Committee meets at least four times a year according to a pre-set schedule.


  1. Guide the Board and make recommendations on the Board’s structure and governance processes based on the Network’s legislative framework, the Board’s policies, Accreditation Canada’s governance standards as well as on the competencies of its members and good governance practices.
  2. See to the implementation of a process to evaluate the effectiveness of the Board after each meeting and a process to evaluate the Board, officers committees and members every year.
  3. See to the training of Board members and the orientation of new Board members.
  4. Ensure that the terms of reference of the Board and its committees comply with legislation, the By-Laws, rules and policies and submit these to the Board for approval.
  5. Recruit and nominate the officers and chairs of Board committees.
  6. Submit, at the Board’s annual general meeting, nominations for positions on Board committees (chair, vice-chair, treasurer, officers), nominations for the membership of all Board committees, except where indicated otherwise in the By-Laws, and nominations for positions on the Professional Advisory Committee and Medical Advisory Committee, including to fill positions vacated by members before their terms ended.
  7. In selecting candidates for the various committees, the Chairperson of each committee and the Vice-Chairperson of the Board, the Governance and Nomination Committee takes the following into consideration:
    • Each member’s competencies, abilities and experience;
    • Continuity in committees’ operations and officers’ roles;
    • Each member’s preferences.

    The periodic rotation of members, committee chairpersons and the vice-chairpersonship of the Board must be considered to acknowledge and balance the need for new ideas, for continuity and for the maintenance of functional expertise.

  8. Monitor and control compliance with the Code of Conduct and Morals for Members of the Board of Directors (CA-135).
  9. Support the Board in supervising the strategic planning process and in selecting a consulting firm.
  10. Perform any other duties assigned by the Board.


The committee submits meeting reports to the Board and retains the minutes of its meetings.

[ Terms of Reference Reading and Understanding Record ]