Governance & Community Engagement Committee

Transcription

1 Governance & Community Engagement Committee Committee Charter In order to achieve Coast Capital Savings purpose that Together, we help empower you to achieve what s important in your life, the Board of Directors ( Board ) must have current and effective corporate governance practices that reflect best practices as well as Coast Capital Savings unique culture of innovation and community strategy. As a credit union, another essential component of success is an informed and engaged membership. The Board has delegated to the Governance & Community Engagement Committee (the Committee ) the responsibility to oversee and develop practices and strategies to ensure best performance in the operation of the Board and transparent and effective member engagement and communication. As part of Coast Capital Savings commitment to its members and their communities, the Committee also oversees the Community Pillar of the Corporate Strategy and Member Engagement Strategy and the promise To Build a Richer Future for Youth in our Communities In particular, the Committee is responsible for: Ensuring that the Board s corporate governance practices are consistent with best practices, regulatory requirements and the needs of Coast Capital Savings; Overseeing the relationship of Coast Capital Savings and the Board with staff, members and the community by overseeing and providing input to the development of strategies to transparently and effectively communicate and engage with our members; Proactive consideration of current or emerging strategic issues that could impact member relations and engagement; Approving and monitoring the Community Leadership Strategy to ensure alignment with the Community Pillar of the Corporate Strategy; Overseeing director orientation, training and continuing education; Reviewing and recommending changes to the Coast Capital Savings Credit Union Rules (the Rules ), the Board Mandate, Board policies, Committee Charters, and the Director and Board Chair Charters; Establishing and overseeing the Director, Board, Board Chair, and committee evaluation processes; Leading the Board in developing a Board Composition Matrix that identifies the skills, experiences and diversity required on the Board; and Assisting the Board Chair in relation to committee composition. Composition and Term of Office 1. The Committee is composed of at least three (3) Directors appointed for one year at the first meeting of the Board following each Annual General Meeting ( AGM ).

2 A majority of the Committee must be independent of Coast Capital Savings, as defined in the Rules. 3. All members of the Committee must have an understanding of corporate governance issues. 4. The Committee Chair is elected by the Committee at its first meeting following the AGM and, if the Committee Chair should vacate the position, the Committee will elect a successor. Meetings 5. The Committee meets at least once in each quarter, and otherwise meets at the call of the Committee Chair. 6. A majority of the Committee members constitutes a quorum. 7. The Committee Chair presides at all meetings of the Committee. In the Committee Chair s absence, a Committee member determined by the Committee Chair presides at the meeting. In the absence of such a determination, the Committee will elect an Acting Chair. 8. The Committee Chair, in consultation with the General Counsel and Corporate Secretary ( GC )and other resources such as the Chief Marketing Officer ( CMO ), develops a twelve (12) month Rolling Agenda and an agenda for each Committee meeting. 9. The meeting agenda and supporting materials are made available to each member of the Committee in advance of each meeting of the Committee. 10. The Committee Chair, in consultation with the GC, designates from time to time a person as Recording Secretary of the Committee. Minutes are kept of all meetings of the Committee and shall be maintained by the Recording Secretary. Draft minutes are prepared by the Recording Secretary for review by the Committee Chair and the GC within two weeks of each Committee meeting. Minutes are approved by the Committee and are provided to the Board. 11. The meetings of the Committee shall include the provision for an in camera session. Authority 12. The Committee may engage internal and external resources as needed to assist in the execution of its responsibilities. In particular: The Lead Executive to the Committee is the CMO; Additional resources to the Committee include the Chief Executive Officer, GC, the Secretary to the Board, and other internal resources, as required; and The Committee may engage, under its sole authority, independent counsel, consultants and advisors, as needed, and has the sole responsibility to the Board for approving the fees, terms and conditions, and termination of any such engagement. 13. The Committee may invite to its meetings any Director, management, and other persons it deems appropriate in order to carry out its responsibilities, and may exclude from its meetings any persons it deems inappropriate in order to carry out its responsibilities. 14. The Committee may recommend to the Board corporate governance policies and processes to action those policies, changes to the Board structure and the Rules, and policies and processes in relation to community and member relations.

3 - 3 - Duties and Responsibilities The Committee shall: Corporate Governance 15. Review Board operational policies at least every three (3) years, recommending changes or amendments to the Board as necessary, reviewing the following also, including all related documentation: (d) (e) The Board Mandate; The size and structure of the Board and Committees; Operations and procedures at Board meetings; The organization, responsibilities, and Charters of Board Committees; and The general responsibilities and functions of Directors, the Board Chair, and Committee Chairs. 16. Satisfy itself that the Board operates independently of management and recommend to the Board any necessary changes to improve Board independence. 17. Develop and recommend to the Board a process for Board Chair succession. 18. The Committee Chair provides input to the Board Chair with respect to the recommendation of Committee Chairs and Committee members, and leadership succession on the board. 19. Review the Rules at least every three (3) years and recommend amendments to the Board, as necessary. 20. Review the Board Manual annually and recommend amendments, as appropriate. 21. Ensure that all new Directors and Committee members have access to, and participate in, an orientation program to familiarize themselves with their individual responsibilities and accountabilities. 22. Develop and recommend to the Board a program of training and education necessary for Directors to update, maintain, and enhance their skills and knowledge in order to ensure that Directors can sufficiently evaluate the business of Coast Capital Savings, now, and in the future. 23. Develop and recommend to the Board an appropriate evaluation process for the Board, Board Chair, Committees, Committee Chairs, and individual Directors. 24. Ensure that annual evaluations are undertaken for the Board, Board Chair, Committee and individual Directors and make recommendations to the Board regarding Board effectiveness. 25. In conjunction with the Board Chair, oversee the implementation of and recommendations arising from the Board, Board Chair, Committee and individual Directors evaluations. 26. The Chair of the Governance Committee will conduct a debrief with the Board Chair regarding the results of the annual Board Chair Evaluation.

4 Lead the Board in developing a Board Composition Matrix to provide input to the Nominations Committee on the optimal mix of skills and experience required for the Board as a whole by: (d) Preparing a form of Board Composition Matrix annually, prior to June 1st, for Board approval, identifying the optimal Board size, and outlining the mix of skills and experience required on the Board; Completing the Board-approved Board Composition Matrix by assessing the areas of significant contribution made by each Director; Circulating the Board Composition Matrix to individual Directors for their review and comment on the assessment of their competencies, and making changes as appropriate; and Forwarding the finalized Board Composition Matrix to the Nominations Committee to assist in its responsibility to identify and recommend candidates to fill the expiring terms at the upcoming AGM. 28. Review and recommend to the Board a Remuneration Philosophy for consideration of the membership. 29. Develop and recommend to the Board the application of a member approved Remuneration Philosophy. 30. Every three years as required by the member approved Remuneration Philosophy, retain an independent compensation consultant to conduct a survey and provide recommendations to the Board on Director Compensation for approval by the membership. 31. Recommend an annual Board budget and monitor the Board budget on a quarterly basis. 32. Keep itself informed of legal and regulatory requirements, trends and best practices related to boards of directors and corporate governance, and recommend changes to Coast Capital Savings policies and practices to the Board, as necessary Community Engagement 33. Approve the Community Leadership Strategy to ensure alignment with the Community Pillar of the Corporate Strategy; 34. Monitor the Community Leadership Strategy through reviewing quarterly reports from the Community Leadership Department. 35. Receive quarterly reporting on the Community Brand Score metric (as included in the Executive Long Term Incentive Plan) and review the final annual calculation prior to the Human Resources Committee s recommendations on final payout of the incentive plan. 36. Receive and approve sponsorship or gifts of $1 million or more, including multi-year agreements which total $1 million. 37. Receive an annual report and accounting on multi-year sponsorships including the amount of ongoing commitments.

5 - 5 - Member Engagement 38. Be proactive in considering current or emerging strategic issues that could impact member relations and engagement 39. Ensure there are strategies to transparently and effectively communicate and engage with our members; 40. Review and recommend to the Board member engagement initiatives, including the AGM and make the necessary recommendations for the following year. 41. Review the scope and effectiveness of membership initiatives including the AGM and make the necessary recommendation for the following year. 42. Review and approve print and electronic communications to members relating to the Board and governance issues. 43. Review at least every three (3) years the member complaint policy and recommend amendments to the Board as necessary. General 44. Annually review the Board policies for which the Committee has oversight. 45. Conduct an annual review of the Committee to assess its contribution and effectiveness in fulfilling its duties as set out in this Charter. 46. Annually review this Charter, and the Rolling Agenda, and recommend changes to this Charter to the Board as necessary. 47. Perform such other functions and tasks as may be legally required or delegated to the Committee by the Board. New Director Committee Orientation 48. The Committee Chair conducts a detailed review of the Charter and Rolling Agenda with new Committee members as necessary. 49. The CMO and GC reviews any Management Reports with the new Directors Committee members as necessary. Accountability 50. The Committee reports to the Board at its regular meetings and makes such recommendations as it deems appropriate.