Governance & Nominating Committee

 

Governance and Nominating Committee of the Board of Directors

Charter (the “Charter”)

 

The responsibilities and powers of this Governance and Nominating Committee (the “Committee”) as delegated by the NTSC’s Board of Directors (the “Board”) are set forth in this Charter.

 

  1. PURPOSE

 

As set forth herein, the Committee is responsible for: (i) developing and recommending for Board approval corporate governance principles and guidelines applicable to the NTSC, including qualification standards for directors (“Directors”) of the Board, Director responsibilities, Director access to management and independent advisors, Director orientation and continuing education and annual performance evaluation by the Board; (ii) being satisfied that the NTSC’s corporate governance principles and guidelines are being adopted, applied and disclosed; and (iii) identifying and recommending candidates for election or appointment as Directors and members of the committees of the Board (“Board Committees”).

 

  1. MEMBERSHIP

Membership of this Committee shall consist of three (3) or more Directors as determined by the Board.  Members of the Committee shall not be a member of management of the NTSC and each of the members shall be independent, impartial and otherwise comply with Ontario Soccer’s Conflict of Interest Policy, as applicable.

 

The Board shall appoint the members of the Committee at the first Board meeting practicable following the annual general meeting of members of the NTSC and the members shall serve until their successors are duly appointed. The Board may make changes to composition of the Committee from time to time pursuant to the provisions below. Unless a chairperson (the “Chair” or “Chairperson”) of the Committee is elected by the Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.

 

A Committee member may resign by delivering his or her written resignation to the Chairperson of the Board or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified.

 

  1. MEETINGS AND COMMITTEE ACTION

The Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the Committee shall be called by the Chair of the Committee or by two (2) members of the Committee upon such notice as is provided for in the by-laws of the NTSC with respect to meetings of the Board. A majority of the members of the Committee shall constitute a quorum. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee shall report its minutes from each meeting to the Board.

 

The Committee shall establish such rules as may from time to time be necessary or appropriate for the conduct of the business of the Committee. At each meeting, the Chairperson shall appoint as Secretary a person who may, but need not, be a member of the Committee. Minutes of a meeting of the Committee executed by the Chair and Secretary setting forth the names of the members of the Committee present at the meeting or actions taken by the Committee at the meeting shall be sufficient evidence at all times as to the members of the Committee who were present, or such actions taken.

 

  1. COMMITTEE AUTHORITY AND RESPONSIBILITIES
  1. Related to Corporate Governance
  • Review and recommend to the Board for approval:
  1. the NTSC’s approach to corporate governance, including practices, principles, guidelines and related policies and monitor compliance and report exceptions to the Board; and
  1. the required capabilities, expectations and responsibilities of Directors, including basic duties and responsibilities with respect to attendance at Board Meetings and advance review of meeting materials.
  • Regularly review the charters of the Board and Board Committees, considering input from the Board and the relevant Board Committees, and recommend to the Board for approval any required revisions.
  • Regularly review the structures and procedures of the Board and its relationship with management to ensure it can function independently.
  • Be satisfied that the NTSC complies with applicable legislation, including director’s and officer’s compliance.

 

  1. Related to Orientation and Continuing Education

 

  • Approve polices regarding orientation, training and continuing education of Directors so that they may maintain and enhance their skills and abilities as Directors and to ensure that their knowledge and understanding of the NTSC remains current.

 

  • Take reasonable steps to ensure that all new Directors receive suitable orientation so that they understand the nature and operations of the NTSC, the role of the Board and the Board Committees and the contribution that each Director is expected to make (including the commitment of time that the NTSC expects from its Directors).

 

  1. Related to Director Nominations

 

  • Develop and maintain a directors’ skills matrix, specifying areas of expertise and experience that should be represented on the Board and its committees and the expertise and experience of existing Directors, all aligned with NTSC’s long-term strategic plans, risk profile, ethical culture and overall objectives.  In developing such skills matrix, the Committee shall endeavour to recruit directors who possess requisite expertise and experience in areas including administration, athletics, business, child psychology/counselling, finance and accounting, human resources, law, marketing, non-profits, sports management, youth programming and services and such other areas as the Committee may determine from time to time.

 

  • Review, recruit and recommend candidates for election or appointment to the Board or to fill vacancies on the Board, including appointees to Board Committees.

 

  • Review candidates proposed by members of NTSC and conduct appropriate inquiries into the experience and qualifications of any such candidates.

 

  • In recruiting, reviewing and recommending Board candidates, the Committee shall

proactively seek to ensure that the membership of the Board reflects the diversity of the community and that there is gender balance on the Board (and that its efforts and the composition of the Board are consistent with any diversity or other policies that the NTSC may adopt from time to time.)

 

  1. Related to Composition and Evaluation of the Board and Board Committees

 

  • Review at least annually and recommend to the Board for approval:

 

  1. the size, composition and mandate of the Board with a view to facilitating effective decision-making;

 

  1. the creation, disbanding, size, composition criteria and mandates of Board Committees with a view to facilitating effective decision-making; and

 

  1. any changes to the Directors serving on each of the Board Committees, including the periodic rotation of assignments and membership, and any changes to the Directors serving as Chair of the Board and each of the Board Committees.

 

·  Review and recommend to the Board for approval initial position descriptions for the Board Chair and each of the Board Committee Chairs and periodically review such position descriptions to determine if changes should be recommended to the Board for approval.

 

·   Establish criteria for and annually conduct an evaluation of some or all of: the Board, each Board Committee, the Board and Committee Chairs and individual Directors, in order to assess the effectiveness of the Board as a whole, each Board Committee, the Board and Committee Chairs and the contribution of individual directors.

 

·  Report to the Board the results of the evaluation of the Board and each Board Committee.

     (e) Related to Integrity and Ethical Oversight

· Review and recommend to the Board for approval any policy, and material amendments to such policies, and related disclosure, addressing corporate and individual integrity and ethical standards and take reasonable steps to monitor compliance.

· Monitor, review and report to the Board on conflict-of-interest matters involving Directors, as necessary, and if a conflict or a perceived conflict exists, recommend to the Board appropriate action required to remedy the conflict or perceived conflict and, with the Board’s approval, undertake appropriate responsive measures.  With respect to conflict-of-interest or perceived conflict-of-interest matters, the Committee shall have the ability to retain outside advisors as otherwise provided by this Charter.

 

  1. General

 

  • Establish subcommittees comprised of one or more Committee members for the purpose of evaluating special or unique matters. The Committee shall remain accountable for the work and decisions of any subcommittee to which the Committee has delegated decision-making authority.

 

  • The Committee may perform other activities consistent with this Charter, the NTSC's by-laws and applicable law, as the Committee or the Board deems necessary or appropriate.

 

  • Monitor existing or potential strategic risks in alignment with the Committee mandate and report to the Board as required.

 

  • Retain any outside advisors, at the reasonable expense of the NTSC, as the Committee may reasonably determine is necessary or advisable to permit it to carry out its duties and responsibilities.

 

 

 

V.       REPORTING

 

The Committee shall report to the Board periodically. The Committee shall prepare a statement each year concerning its compliance with this Charter for inclusion in the notice of the annual general meeting sent to the members of the NTSC. The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

 

 

 

Adopted:  May 10, 2022.