Cee Governance

Purpose
- The Governance Committee assists the Board of Directors to ensure high quality governance structure and functioning.

Authority
- Committee members are appointed by the Board and operate under the authority of the Board.
- Committee members report and make recommendations to the Board on a regular basis.

Meetings
- Frequency: The Committee shall meet at the call of the Governance Chair at least eight times per year.

**Responsibilities**:
**General Governance issues**:The Committee assists the Board by ensuring the following**:

- Governance policies and practices are developed and implemented consistent with CEE’s mission, vision and values, along with all relevant laws of Canada
- Policies are established and followed to avoid or resolve conflict of interest situations. The Board may refer situations of actual or perceived conflict of interest to the Committee for advice
- Advise and assist the Board of Directors and the Executive Director in advancing the governance and accountability related objectives of CEE’s strategic plan
- Each Board member is educated on, understands, and acknowledges understanding in writing, of select, policies required by federal, provincial, or municipal law
- The Board and Board member learning and performance is supported and facilitated and mechanisms are in place for evaluation of Board performance.
- Board succession is anticipated, planned for, and managed through processes including, but not limited to, nomination and selection for approval of the Board’s leaders
- Leading the orientation and training process for newly recruited board members
- Supporting the Board Chair in the performance evaluation of the Executive Director
- Maintain an analytical framework assessing competencies, expertise, skills, background and qualities of current Board members, and identify areas where additional strengths are required
- Support succession planning policy and process development and execution for the Board, its Committees, and CEE’s Executive Director
- Monitor and advise the Board of Directors on developments and emerging best practices in governance, including Board liability and risk management, and make recommendations to the Board of Directors for improvements to governance structure and policies
- Coordinate CEE Committee annual goals, objectives and work plan priorities

Nominations
**The Committee assists the Board by**:

- Assessing the recruitment needs of the Board and its committees.
- Ensuring that there are nominations for all positions on the Board and its committees as vacancies arise.
- Ensuring there is an open and transparent process for nominations.

Reporting
The Committee reports to the Board by distributing a high-level summary at each Board meeting. The summary details what the Committee has been working on (since it last reported to the Board), what the Committee is bringing forward for discussion or approval, and what is coming up on the Committee’s agenda.