Terms of Reference – Governance and Nominating Committee

Reference: Section 10 (1) (a) of the Canadian Institutes of Health Research Act
CIHR By-Law, Article 5, section 5.04

Mandate

The Governance and Nominating Committee is a standing committee of Governing Council. The Governance and Nominating Committee monitors and makes recommendations to Governing Council about governance matters and oversees processes for populating Institute advisory boards, standing committees of Governing Council, and the position of Scientific Director of Institutes, as outlined in the CIHR Act.

Roles and Responsibilities

The roles and responsibilities of the Governance and Nominating Committee are to provide strategic advice to Governing Council in the following areas:

  1. Overseeing the development, maintenance and implementation of governance policies and initiatives, to facilitate and continuously improve Council’s effectiveness, in keeping with current best practices;
  2. Overseeing the creation and implementation of new committees of Governing Council;
  3. Overseeing the annual review and revalidation of delegation of authorities to the President;
  4. Overseeing the process of onboarding new Governing Council members;
  5. Establishing and implementing mechanisms for assessing the performance of Governing Council, its committees and individual committee members, including the Chair;
  6. Overseeing the development and maintenance of a nominating profile for Governing Council and each of its committees, including the competencies and skills, language representation and Equity, Diversity, and Inclusion (EDI) considerations that each committee as a whole should possess; and using the profile to inform succession planning;
  7. Overseeing the application and nominating processes for members of the Institute Advisory Boards, and that of members for committees of Governing Council;
  8. Overseeing the renewal process and appointments of Institute Scientific Directors.

Chair and Membership

The Governance and Nominating Committee consists of a Chair, who is a member of Governing Council, plus a minimum of three voting members of the Governing Council.

Membership of this committee may include persons who are not members of the Governing Council. The President is an ex-officio member.

CIHR is committed to the values and principles of equity, diversity and inclusion (EDI) across all aspects of its business. The appointment of members to the Governance Nominating Committee must consider representation of Indigenous, Francophones and equity-denied groups.

Meetings

To be held quarterly. Additional meetings may be scheduled at the call of the Chair.

Quorum

A majority of its members (50% + 1).

Reference

Bourinot’s Rule of Order, 4th Edition

Authority

The Governance and Nominating Committee does not have decision-making authority, except for items specifically delegated to them by Governing Council.

The Governance and Nominating Committee advises and brings forward recommendations to Governing Council for decision.

Reporting

The Governance and Nominating Committee shall report to the Governing Council through its Chair.

Review

On an annual basis, a review of the terms of reference and re-affirmation of membership.

Support

The Governance and Nominating Committee is supported by the CIHR Governance Branch who advises the committee Chair and members, prepares and distributes meeting material, and enables timely follow-up of committee decisions and actions.

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