Governance Committee charter

1. Mandate

1.1 The mandate of the Governance Committee (hereafter "the Committee") is to assist the Board of Management ("the Board") in fulfilling its oversight responsibilities by reviewing all aspects of the Board's governance framework to ensure the Board functions in an effective and efficient manner to support the operations of the Canada Revenue Agency.

2. Composition

2.1 The Committee will be comprised of a minimum of three directors of the Board, including a Chair and Vice-Chair.

2.2 The CRA's Commissioner-Chief Executive Officer (CEO) is an ex officio member of the Committee.

2.3 Based upon changes in Board membership throughout the year, the Chair of the Board, in consultation with the Chair of the Committee, will review the composition of the Committee and recommend to the Board any changes in Committee membership. All changes in Committee membership will be approved by resolution of the Board at the earliest opportunity.

3. Responsibilities and duties

3.1 To fulfill its mandate, the Committee will:

1. play a leadership role on behalf of the Board to maintain an effective governance framework consisting of principles, policies, and bylaws reflecting current best practices in governance for both public-sector and other organizations;
2. develop an annual Governance Committee work plan and a work plan for the Board as a whole in order to identify priorities and objectives;
3. undertake an annual review of the structure and charters of Board committees and recommend changes to the Chair and the Board when deemed appropriate;
4. establish effective processes for the ongoing monitoring and evaluation of Board and committee performance;
5. undertake a periodic review of the Board's composition, and recommend updates to the competency profiles for Board members when deemed appropriate;
6. assist in the Board nomination process by facilitating the identification of the experience and knowledge requirements of the Board, through the Board's approval of the Board competency profiles;
7. oversee a program of orientation for newly appointed Board members, as well as an ongoing development program for serving members;
8. review proposed organizational changes with a potentially significant impact on the Agency's internal structure and associated roles and responsibilities;
9. organize and oversee the Board's annual planning meeting;
10. identify and regularly review the selection criteria for the Commissioner-Chief Executive Officer (CEO);
11. review and approve annual performance objectives for the Commissioner-CEO;
12. undertake an annual performance evaluation for the Commissioner-CEO to complement the federal government's performance assessment process for deputy heads, for transmittal to the Clerk of the Privy Council; and
13. undertake other duties the Board may assign to the Committee.

3.2 In discharging its duties under this mandate, each member of the Committee shall be obliged to exercise the care, diligence, and skill a reasonable person would exercise in comparable circumstances.

3.3 In discharging its duties under this mandate, the Committee may seek and rely in good faith upon any report of a lawyer, accountant, an officer of the Agency or any other person whose profession provides credibility to the statement made by such person.

4. Operating procedures

4.1 Meetings

Meetings of the Committee will take place in accordance with the procedures set out in sections 9, 17, and 18 of Board of Management By-law #1. All meetings of the Committee are closed meetings. At the start and at the end of each meeting of the Committee, there may be an in camera session scheduled on the agenda. There may also be an in camera session with the Commissioner scheduled on the agenda, at the beginning and/or the end of each meeting of the Committee.

Directors, who are not members of the Committee, may attend the in camera sessions as observers, upon consent of the Committee Chair.

Finally, the Chair of the Committee may adopt any combination of in camera sessions as he/she may deem appropriate.

Section 7.1 of the Board of Management Governance Manual, "Meeting Modalities", defines and describes the procedures for closed and in camera meetings / sessions.

4.2 Absence of Committee Chair

In the absence of the Committee Chair, the Committee Vice-Chair will act as Chair.

4.3 Secretary

Unless the Committee specifies otherwise, the Corporate Secretary will act as Secretary for all meetings of the Committee.

4.4 Reporting to the Board

The Committee, through its Chair, will report to the Board, in an abridged manner, on the day following the regularly scheduled Committee meetings while ensuring the following elements are included in the report:

• giving an overview of items discussed;
• inviting comments or questions from other Board members; and
• bringing any recommendations and/or decisions for Board.

4.5 Minutes

Minutes of each meeting of the Committee will be prepared by the Secretary and provided to members for review and approval at the next in-person meeting of the Committee.

4.6 Reading material

Reading material for each Committee meeting will be available in both official languages and provided to Committee members by the Corporate Secretary far enough in advance of the scheduled Committee meeting to allow members sufficient time to review the material. Committee members will be expected to have read the material in advance of the meeting and thus will be expected to participate fully in Committee discussions on the subject matter contained within the reading material.

4.7 Legal advice

At any time Committee members may seek legal advice from the legal counsel assigned to the Board of Management by the Canada Revenue Agency. All requests for advice will be made in writing to the Agency's legal counsel, with a copy provided to the Corporate Secretary.

Date modified:

2017-05-09