In November, 2021, the College’s Executive Committee considered and approved terms of reference for a new standing Governance and Nominations Committee. This Committee will assist in competency-based assessments and education, and oversee the administration of the evaluation of Council and committee members. The committee’s terms of reference are defined, below.
Governance and Nominations Committee means a standing committee of Council appointed by Council to assist with competency-based assessment, education and evaluation of Council and committee members.
Purpose and responsibilities
The Governance and Nominations Committee, supported by College staff, is responsible for:
- screening applicants seeking election to serve on Council for eligibility;
- evaluating applications for Committee membership and recommending Committee slate appointments to Council;
- overseeing the administration of the Council and committee performance evaluation process (periodically by a third-party vendor) (i.e., the Committee will not evaluate Council and other committee members’ performance (individually or as a whole) per se – rather, the Committee will be responsible for ensuring the Council has implemented a performance evaluation framework, engages a third-party vendor periodically, and ensures that Council effectiveness is evaluated regularly);
- receiving and reporting results of Council and committee evaluation; and
- based on evaluation results, and recommendations from Council and committees:
- reviewing and making recommendations about updating the Council and Committee Competency Profile;
- identifying continuing development needs for Council and committee members; and
- identifying specific recruitment needs (e.g., ensuring representation from diverse groups).
The Governance and Nominations Committee is a standing committee of Council and is accountable directly to Council.
Members of the Governance and Nominations Committee will receive training and support in their role for the effective discharge of their responsibilities on the Committee.
The Committee shall report to Council at least once annually and shall prepare a report for Council’s review and approval.
The Governance and Nominations Committee shall be composed of five (5) to seven (7) individuals, mostly but not only Council members, with at least one member who is not a member of College Council or committee or staff but who has governance and/or human resources expertise. The external Committee member(s) will be selected from another College or a ‘friendly’ stakeholder with no specific connection to the profession of kinesiology and no potential real or perceived conflict of interest. The Committee will be supported by a senior College staff member or consultant appointed by the Registrar.
Term of office
The term of office of a Governance and Nominations Committee member shall commence immediately after the appointment and shall continue for one (1) year. An appointment may be renewed by the Council each year after the first year.
Selection of Governance and Nominations Committee members
Each year, the Executive Committee or Council will recommend the slate for the Governance and Nominations Committee and shall elect a chair for a maximum of two (2) consecutive one- year terms.
College staff will issue an invitation to serve on the Governance and Nominations Committee.
In reviewing applications, Executive Committee or Council will consider the current composition of the Governance and Nominations Committee and the needs of the Committee for areas of knowledge, skills, and experience and to ensure diversity of representation and will appoint new members as necessary. Consideration will be given to the following:
- Gender identity and/or expression;
- Sexual orientation;
- Indigenous peoples;
- Physical and/or intellectual disability/attributes;
- Language (French or English);
- Geographic/regional representation;
- Knowledge, expertise and experience with governance transformation, competency-based assessment/education;
- Years of experience serving on a regulatory body Council or committee; and
- Other relevant competencies and experience.
Quorum and minimum composition
The quorum of any Committee is three (3) members, at least one of whom shall be a member of the Council who was appointed to Council by the Lieutenant Governor in Council.
The Committee may meet in panels of three (3) selected by the Chair of the Committee.
Structure of the Governance Committee
College staff will call panels of the Governance and Nominations Committee, selected by the Committee Chair, to participate in meetings for the purposes of screening applicants seeking election to serve on Council for eligibility, determining eligibility to be appointed to committee(s), and making recommendations regarding committee appointments to Council.
The Governance and Nominations Committee will meet to oversee the administration of the Council and committee performance evaluation process (periodically by a third-party vendor) (i.e., the Committee will not evaluate Council and other committee members’ performance (individually or as a whole) per se – rather, the Committee will be responsible for ensuring the Council has implemented a performance evaluation framework, engages a third party vendor periodically, and ensures that Council effectiveness is evaluated regularly).
The Governance and Nominations Committee will meet to review and make recommendations about updating the Council and Committee Competency Profile periodically to ensure that it is current, relevant to the circumstances of the College, and reflects the individual and collective competencies necessary for effective governance of the College.
The Governance and Nominations Committee will meet periodically to review and make recommendations about updating the Council and committee performance evaluation processes and tools.
The Governance and Nominations Committee will identify continuing development needs for Council and committee members, and identify recruitment needs for Council and committee members to inform marketing and recruitment strategies.
Manner of committee meeting
Any meeting of the Committee may be conducted by means of teleconference or any other means that permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously (including audio or video conferencing) and persons participating in the meeting by such means are deemed to be present at the meeting. The screening processes (of applicants) will be designed and implemented to be accessible, flexible, cost effective and support virtual meetings of the Governance and Nominations Committee.
Committee meetings will take place during regular business hours. The agenda for each meeting will be developed jointly between the Chair and the senior support staff.
A summary of each meeting will be prepared and circulated to members of the Committee within 30 days of the meeting. The approved Record shall be maintained by the senior staff member according to the College Knowledge Management Policies.
Unless specifically provided for otherwise under the Code or the By-laws, every motion which properly comes before a Committee shall be decided by a simple majority of the votes cast at the meeting by the Committee members present.
If the Chair is a member of a committee panel, they may vote.
Expenses and remuneration of members
Remuneration of members of standing committees will be equivalent to the remuneration of Council and committee members as per the By-laws of the College of Kinesiologists of Ontario.
Members who are required to travel to participate in meetings will be reimbursed for travel expenses according to approved policies on reimbursement of travel expenses of the College.
Expected time commitment
During the nomination process, panels of the Governance Committee will convene for meetings to review and screen applicants’ submissions and determine eligibility to run for election to Council.
Following the election and throughout the year as necessary, panels of the Governance and Nominations Committee will convene for meetings to review and screen applicants’ submissions and determine eligibility for appointment to committee(s) and recommend a slate of committee appointments to Council.
As required, specific panels of the Governance and Nominations Committee may convene to complete special tasks relating to the review and update of the Council and Committee Competency Profile and Council and committee performance evaluation processes and tools.
Not all Governance and Nominations Committee members may be requested to participate in a panel in any given year. The total time commitment and number of meetings will vary depending upon the number of applicants that need to be reviewed, and the degree of review and revision required of the Profile, and competency-based assessment, education and evaluation processes and tools.
Conflict of Interest
All Governance and Nomination Committee members will adhere to the College’s Conflict of Interest By-Law and Policy. Members of the Committee shall sign a form annually identifying potential conflicts of interest and confirming that they will abide by the requirement to avoid and where not possible declare and appropriately manage conflict of interest. In addition, every member shall submit a Conflict of Interest Pre-meeting Declaration Form in advance of each Committee meeting to the Registrar. The Form will be disseminated with the meeting agenda and will require the committee member to identify and declare any conflict(s) with respective agenda items and describe the nature of the conflict(s). At every Committee meeting, Members shall declare if they have a conflict of interest with any agenda items being discussed. Every declaration of a conflict of interest shall be recorded in the minutes of the meeting together with a description of the nature of the conflict.
Appointees to the Governance and Nominations Committee will have access to private and confidential information. Any breach of confidentiality could result in liability and serious costs to the College. The College requires each appointee to sign and adhere to a binding Confidentiality and Non-disclosure Agreement.
Expectations and duties of all committee members
As per the College By-laws, every Committee member shall, in the performance of their duties:
- familiarize themselves with the Kinesiology Act, 2007, the Regulated Health Professions Act, 1991 (RHPA), the College by-laws and any policies of the College;
- familiarize themselves with any other records, documents and guidelines that may be necessary for the performance of their duties;
- comply with the provisions of the Act, the RHPA, the by-laws, any policies/standards and guidelines of the College and rules that are adopted by Council, from time to time;
- regularly attend meetings on time and participate constructively in discussions;
- ensure that confidential matters coming to their attention as a member of Committee are not disclosed by them, except as required for the performance of their duties or as permitted by the RHPA;
- conduct themself in an appropriate manner with College staff, other members of Council or members of the Committee, registrants and members of the public;
- comply with the College’s Code of Conduct, which is attached as Schedule 3 to the by-laws and forms part of these by-laws;
- avoid, or where that is not possible, declare all conflicts of interest in the manner set out in by-law and policy; and
- perform the duties associated with their position conscientiously and with due care and diligence in a manner that serves and protects the public interest.
All Committee members are expected to adhere to the Code of Conduct approved by Council. Members of the Governance and Nominations Committee, in accepting appointment to the Committee, will be held to the Code of Conduct.
Insurance and liability
No members of the Committee are liable for any act, neglect or default of an act done in good faith in the performance or intended performance of a duty, or in the exercise or the intended exercise of a power under the Regulated Health Professions Act, 1991 or a regulation or the College By-law under the Kinesiology Act, 2007.
The College has contracted with an insurer for:
- Directors and Officers and Errors and Omissions Liability;
- Commercial General Liability; and
- Board member, Employee and Volunteer Accident Death and Dismemberment Travel Insurance.