Board Policy CA-320: Governance and Nomination Committee

Effective date: 2019-06-18

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. The 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. The Governance and Nomination Committee is responsible for nominating the members and chairs of each committee and putting these nominations forward at the annual general meeting. The Committee nominates Board members for various duties within the Board.

Committee membership and operation

  1. The Committee is made up of at least three voting members of the Board, one of whom will act as Chair.
  2. The Committee operates within the Board of Directors Committees policy (CA-300).
  3. The Committee meets at least four times a year.

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 an yearly evaluation process for the Board and its committees.
  3. See to the training of Board members and the orientation of new Board members.
  4. See to the adoption and periodic review of a code of conduct and moral.
  5. Submit, at the annual general meeting, nominations for the positions of Vice-Chairperson and Treasurer, members of all Board committees, and members of the Professional Advisory Committee and Medical Advisory Committee, including replacements for positions that became vacant before the end of their terms.
  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.