BOD Minute:. Oversight Committee Mandate: Governance Committee

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1 Oversight Committee Mandate: Governance Committee 1

2 1. PURPOSE The Governance Committee ( GC ) provides advice and assistance to the Board of Directors (BOD) on issues relating to the governance of the corporation, the stewardship role of the BOD with respect to the management of the corporation, and the functioning of the BOD to assist the Workplace Safety and Insurance Board (WSIB) in enhancing its performance. 2. SCOPE This mandate describes the authority and responsibilities of the GC. 3. AUTHORITY Oversee the: 3.1. WSIB s enterprise governance, including the Enterprise Governance Framework 3.2. Enterprise Risk Management Strategy and significant enterprise risks 3.3. WSIB s Privacy Program 4. COMPOSITION, SKILLS & COMPETENCIES 4.1. The GC consists of, at a minimum, the Chairs of each WSIB BOD Committee. The President and CEO is a member of this committee. The Chair of the BOD is the chair of this committee Knowledge of Corporate Governance and Risk Management. 5. FREQUENCY OF MEETINGS The committee will meet quarterly, and more frequently as circumstances dictate. 6. QUORUM The majority of members of the GC shall constitute a quorum for the transaction of business at a meeting, and a decision of the majority is the decision of the GC. 2

3 7. ROLE OF THE GC CHAIR The GC Chair provides leadership and direction in carrying out the Committee s responsibilities and duties. The Chair also fosters relationships among the Committee members and ensures that the GC operates as a cohesive unit. The Chair encourages full participation, facilitates consensus, and ensures clarity. In addition, the Chair shall: 7.1. Lead and manage the Committee to ensure its effectiveness 7.2. Ensure that members of the GC are acquainted with, and their knowledge of the WSIB is sufficient, to the extent needed and expected for them to perform their duties 7.3. Create the best possible working conditions for members of the Committee, individually and collectively 7.4. Ensure that the expertise and skill of each member of the GC is used in the best possible manner to benefit the WSIB 7.5. Promote positive and constructive relations among members of the GC 8. GC RESPONSIBILITIES The specific functions of the Committee are: 8.1. Corporate Governance Oversee enterprise governance of the WSIB Recommend to the BOD: Changes to the Memorandum of Understanding (MOU) with the Minister of Labour (MOL) Changes to the By-Law Changes to the Enterprise Governance Framework Create an Enterprise Governance Policy Changes to the structure and mandate of Oversight-level Committees, including the BOD Mandate Annual Statutory Delegation of Power and Duties document A director orientation program 3

4 An annual plan to evaluate the BOD, the Chair and the President in the performance of their duties and obligations and their effectiveness Skills, knowledge and expertise that would assist the BOD in discharging its duties, for consideration by the MOL, when appointing new members of the BOD and/or a new President A WSIB Ethics Framework Changes to the Conflict of Interest Policy, and policies included in the Code of Business Ethics and Behaviour, e.g. Workplace Violence, Discrimination & Harassment An annual report on compliance with the WSIB Ethics Framework, including all instances of whistle-blowing Review regular compliance reports that assesses the following: Significant compliance breaches identified in the reports, including violations of the WSIB s Code of Business Ethics and Behaviours Status of significant compliance issues previously reported Upcoming changes to legislation and government directives Review the annual Certificate of Assurance package to support the compliance attestation for Board Governed Agencies Stewardship Recommend to the BOD: Multi-year Strategic Plan or an update Together with Audit and Finance Committee, the Corporate Business Plan and Budget Management reporting system with targets and measures for the Measuring Results report Executive Scorecard, including outcome measures, targets and weightings Monitor quarterly management performance against the Executive Scorecard Enterprise Risk Management (ERM) 4

5 Recommend annually to the BOD: Updates to the Corporate Risk Management Policy Annual ERM Strategy, including risk appetite statements and programs An Annual Risk Report Review the regular risk reports and make recommendations to the BOD on the management of the significant risks, as appropriate Privacy Stewardship Oversee the WSIB s Privacy Program by: Reviewing information pertaining to privacy breaches reported in the quarterly compliance report, and if necessary, report to the BOD When required, make recommendations to management for improvement to the WSIB s Privacy Program 8.5. Fair Practices Commission Recommend to the BOD the appointment of the Fair Practices Commissioner Conduct the Fair Practices Commissioner s performance evaluation annually IT Advisory Group Direct the activities of the IT Advisory Group Recommend to the BOD: Submissions from the advisory group In Q1 2019, whether the IT Advisory Group is still required 8.7. Other Functions of the GC Oversee the function of the Office of the Corporate Secretary Conduct, with input from appropriate members of management, the Corporate Secretary s performance evaluation annually Conduct, with input from the Chief Corporate Services Officer, and other appropriate members of management, the General Counsel s performance evaluation annually. 5

6 Recommend to the BOD: Policy issues that have been referred to the Corporation by the Workplace Safety and Insurance Appeals Tribunal pursuant section 126 of the Workplace Safety and Insurance Act (WSIA) Information sharing agreements for MOL to obtain Lieutenant Governor in Council approval (WSIA S159) Review the WSIB s annual: Policy Agenda Grants Agenda 6

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