Board Policy CA-320: Governance and Nomination Committee

Effective date: 2021-06-22

Purpose

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 Committee operates within the Board of Directors Committees policy (CA-300).
  4. The Committee meets at least four times a year according to a pre-set schedule.

Responsibilities

  1. Guide the Board and make recommendations on the Board’s structure and governance processes, as well as on its effectiveness.
  2. See to the implementation of a yearly evaluation process for the Board, its committees and its members.
  3. See to the training of Board members and the orientation of new Board members.
  4. Recruit and nominate the officers and chairs of Board committees.
  5. 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.
  6. Make recommendations to the Board concerning changes to the Network’s By-Laws that it deems necessary, including the Medical Staff By-Laws.
  7. Perform any other duties assigned by the Board.

Reporting

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