Terms of Reference: Standing Committees

January 2018

Terms of Reference: Nominating Committee

Mandate

The Nominating Committee is a Standing Committee of the Board. It is responsible for ensuring, on a continuing basis, that the Board of SNB is composed of qualified and skilled persons capable of, and committed to, providing effective leadership to SNB.

Key Duties

In fulfilling its mandate, the Committee will perform the following key tasks.

  • Present a slate of qualified persons to stand for election to the Board;
  • Ensure that a slate of qualified candidates is nominated for election each year and that in any given election no candidate gains office by acclamation;
  • Where appropriate, identify candidates for future nomination to the Board and maintain this information for use by SNB and future Nominating Committees;
  • Where possible, carry out these duties in a manner that encourages a long-term view of SNB’s leadership needs, as well as Board succession planning; and
  • Perform such additional tasks as may be delegated to the Committee by the Board from time to time.

Authority

This committee will be a Limited Agent, of the Board. As such, the Nominating Committee will conduct the nomination process as outlined in the SNB By-law and Policy at SNB expense. Otherwise the Nominations Committee is responsible for research, the proposal of action and/or preparation of nominations and Eligibility policy recommendations to the Board of Directors for approval.

Policy Responsibility

The Nominations Committee will be responsible for policy research and oversight of the following organizational policies.

  • Determination of Eligible Candidates

Composition

The Committee shall be composed of three (3) persons who are members of SNB. One of these persons may be a current Director. While serving as a member of the Committee, a person shall not be eligible to be nominated for election to the Board. Upon appointment, The Board of Directors shall appoint a Chairperson.

Appointment

The Board appoints members to the Committee. Members will serve from appointment until the re-striking of the committee. The Board shall ensure continuity from one year to the next by appointing no more than two (2) new members to the Committee in any given year. Should a vacancy occur on the Committee, for whatever reason, the Board may appoint a qualified person to fill that vacancy for the remainder of the vacant position’s term. The Board may remove any member of the Committee.

Meetings

The Committee shall meet by telephone or in person, as required.

Resources

The Committee will receive the necessary resources from SNB to fulfill its mandate, and may from time to time have staff persons assigned to assist the Committee with its work.

Objectives/Deliverables

This section must be completed by the Nominating Committee in conjunction with the annual Strategic Plan. The objectives must be simple, measurable and time-bound. The objectives must be reviewed and/or renewed annually.

Evaluation

The Board of Directors will evaluate the performance of the Committee. The performance of the committee will be assessed against the accomplishment of yearly objectives/deliverables. This review will take place immediately prior to the AGM.

Reporting

The Committee will report to the Board, in writing, at least six months prior to the Annual General Meeting and each subsequent Board Meeting. The Committee will report to Members at the Annual General Meeting, in the form of a written report.

Review and Approval

The Board of Directors will review these terms of reference every two years.

Approved by the Board ___________________.

Terms of Reference: Policy & Governance

Mandate

The Policy and Governance Committee is a Standing Committee of the Board. It is responsible for advising the Board in fulfilling its responsibilities relating to strategic planning, governance, governance structure, governing documents and government relations.

Key Duties

In fulfilling its mandate, the Committee will perform the following key tasks:

  • On an ongoing basis provide expertise to enhance the quality of Board discussion on policy and governance matters, and facilitate effective Board decision-making in these areas;
  • Advise the Board on the adequacy and effectiveness of SNB’s key governing documents and framework policies, including vision, mission, values and mandate statements;
  • Recommend to the Board, as required, amendments to the Letters Patent or Bylaws;
  • Review the policies, governing the role of the ED to ensure consistency with the governance of SNB
  • Support the Board and the ED in their government relations functions, related to governance issues, including liaison with Sport NB; and
  • Perform such additional tasks as may be delegated to the Committee by the Board from time to time.

Authority

The committee will be an Active Advisor to the Board of Directors. The committee will investigate or research policy and governance issues and then propose action in the form of a recommendation to the Board for approval.

Policy Responsibility

The Policy and Governance Committee will be responsible for policy research and oversight of the following organizational policies.

  • Board of Directors
  • Code of Conduct
  • Policy Review
  • Executive Director
  • SNB President
  • Board Committees

Composition

The Committee will be composed of a minimum of 3 persons. Two of these persons must be Directors of SNB. The Board will designate the Chairperson of the Committee, who shall be a Director.

Appointment

The Board appoints members to the Committee. Members will serve from appointment until the re-striking of the committee. Should a vacancy occur on the Committee, for whatever reason, the Board may appoint a qualified person to fill that vacancy for the remainder of the vacant position’s term. The Board may remove any member of the Committee.

Meetings

The Committee shall meet by telephone or in person, as required. Meetings will be as called by the Chairperson.

Resources

The Committee will receive the necessary resources from SNB to fulfill its mandate, and may from time to time have staff persons assigned to assist the Committee with its work.

Objectives/Deliverables

This section must be completed by the Policy and Governance Committee in conjunction with the annual Strategic Plan. The objectives must be simple, measurable and time-bound. The objectives must be reviewed and/or renewed annually.

Evaluation

The Board of Directors will evaluate the performance of the Committee. The performance of the committee will be assessed against the accomplishment of yearly objectives/deliverables. This review will take place immediately prior to the AGM

Reporting

The Committee will report to the Board, in writing, at every meeting of the Board. The Committee will report to Members at the Annual General Meeting, in the form of a written report.

Review and Approval

The Board of Directors will review these terms of reference every two years.

Terms of Reference: Risk Management

Mandate

The Risk Management Committee is a Standing Committee of the Board. It is responsible for advising the Board on risk management, and in fulfilling its oversight responsibilities relating to administration and program support. Program support means the enabling support (information, technology, political influence) or resources (financial) for SNB.

Key Duties

In fulfilling its mandate, the Committee will perform the following key tasks:

  1. On an ongoing basis provide expertise to enhance the quality of Board discussion on business development and risk management, and facilitate effective Board decision making in these areas;
  2. Advise the Board on the adequacy and effectiveness of SNB’s key administrative and human resources documents and policies and the impact on SNB and the Provincial outcomes;
  3. Advise the Board on the adequacy and effectiveness of SNB’s key risk management policies and documents and the impact on SNB;
  4. Review and recommend policy intended to guide program support for the SNB Provincial & National program;
  5. Support the Board and the ED in government relations functions, related to SNB program, including liaison with Sport New Brunswick, Swimming Canada; and
  6. Perform such additional tasks as may be delegated to the Committee by the Board from time to time.

Authority

The committee will be an Active Advisor to the Board of Directors. The committee will research and review policy issues related to business and risk management and then propose action in the form of a recommendation to the Board for approval.

Policy Responsibility

The Risk Management Committee will be responsible for policy research and oversight of the following organizational policies.

  • Disputes
  • Appeals
  • Harassment
  • Equity
  • Provincial Registration
  • Official Languages
  • External Appointments
  • Privacy
  • Marketing Philosophy
  • Association Insurance
  • Athlete Agreement

Composition

The Committee will be composed of a minimum of three (3) persons. Two of these persons must be Directors of SNB. The Board will designate the Chairperson of the Committee, who shall be a Director.

Appointment

The Board appoints members to the Committee. Members will serve from appointment until the re-striking of the committee. Should a vacancy occur on the Committee, for whatever reason, the Board may appoint a qualified person to fill that vacancy for the remainder of the vacant position’s term. The Board may remove any member of the Committee.

Meetings

The Committee shall meet by telephone or in person, as required. Meetings will be as called by the Chairperson.

Resources

The Committee will receive the necessary resources from SNB to fulfill its mandate, and may from time to time have staff persons assigned to assist the Committee with its work.

Objectives/Deliverables

This section must be completed by the Risk Management Committee in conjunction with the annual Strategic Plan. The objectives must be simple, measurable and time-bound. The objectives must be reviewed/renewed annually.

Evaluation

The Board of Directors will evaluate the performance of the Committee. The performance of the committee will be assessed against the accomplishment of yearly objectives/deliverables. This review will take place immediately prior to the AGM

Reporting

The Committee will report to the Board, in writing, at every meeting of the Board. The Committee will report to Members at the Annual General Meeting, in the form of a written report.

Review and Approval

The Board of Directors will review these terms of reference every two years.

Terms of Reference: Strategic Planning

Mandate

The Strategic Planning Committee is a Standing Committee of SNB established to assist SNB in fulfilling its responsibility to set strategic direction and define key objectives. Reviews mission statement, prioritizes strategic issues, and updates long-range goals.

Key Duties

In fulfilling its mandate, the Committee will perform the following key tasks:

  1. Making recommendations to the full board related to the organization’s mission, vision, strategic initiatives, major programs and services
  2. Engage members and stakeholders as appropriate
  3. Calls for a strategic planning process when needed
  4. Review the strategic plan; identify gaps or concerns
  5. Develop appropriate strategies and priorities for SNB
  6. Plan for and participate in the annual strategy review of the Strategic Plan
  7. Monitoring and assessment of progress towards strategic goals
  8. Regular identification and examination of the impact of external trends and issues
  9. Recommend revisions and updates to the strategic plan
  10. Perform such additional tasks as may be delegated to the Committee by the Board from time to time.

Authority

The committee will be an Active Advisor to the Board of Directors. The committee will research and review and make recommendations to the full board related to the organization’s mission, vision, strategic initiatives, major programs and services and then propose action in the form of a recommendation to the Board for approval.

Policy Responsibility

The Strategic Planning Committee will be responsible for policy research and oversight of the following organizational policies.

Composition

The Committee will be composed of a minimum of four (4) persons. Two of these persons must be Directors of SNB. The Board will designate the Chairperson of the Committee, who shall be a Director.

Appointment

The Board appoints members to the Committee. Members will serve from appointment until the re-striking of the committee. Should a vacancy occur on the Committee, for whatever reason, the Board may appoint a qualified person to fill that vacancy for the remainder of the vacant position’s term. The Board may remove any member of the Committee.

Meetings

The Committee shall meet by telephone or in person, as required. Meetings will be as called by the Chairperson.

Resources

The Committee will receive the necessary resources from SNB to fulfill its mandate, and may from time to time have staff persons assigned to assist the Committee with its work.

Objectives/Deliverables

This section must be completed by the Strategic Planning in conjunction with the annual Strategic Plan. The objectives must be simple, measurable and time-bound. The objectives must be reviewed/renewed annually.

Evaluation

The Board of Directors will evaluate the performance of the Committee. The performance of the committee will be assessed against the accomplishment of yearly objectives/deliverables. This review will take place immediately prior to the AGM

Reporting

The Committee will report to the Board, in writing, at every meeting of the Board. The Committee will report to Members at the Annual General Meeting, in the form of a written report.

Review and Approval

The Board of Directors will review these terms of reference every two years.

Terms of Reference: Finance Committee

Mandate

The Audit and Finance Committee is a standing committee of the Board. It will assist the Board in fulfilling its oversight responsibilities relating to corporate auditing and reporting, financial policies, strategies and activities, and financial risk management. This responsibility is carried out in accordance with approved policies that comply with generally accepted accounting principles (GAAP).

Key Duties

In fulfilling its mandate, the Committee will perform the following key tasks:

  • On an ongoing basis provide expertise to enhance the quality of Board discussion on financial matters, and facilitate effective Board decision-making in this area;
  • Determine the adequacy of SNB’s internal financial controls and procedures for financial reporting to the Board, members and funding agencies;
  • Review SNB financial statements on a regular basis to monitor adherence to GAAP
  • Develop and oversee the implementation of policies to safeguard SNB’s assets and revenue streams;
  • Review and approve the scope of the annual audit and audit fees to be paid, and recommend annually to SNB members the appointment of the auditor;
  • Ensure that the Board is promptly informed of any problems, issues or concerns raised by the auditor;
  • As required, receive reports and advise the Board on any material government investigation, litigation, contractual dispute or legal matter; and
  • As required, periodically discuss with the Auditors, without management being present, their judgments about the quality and appropriateness of SNB’s accounting principles and financial disclosure practices as applied in its financial reporting to the Board, members and funding agencies and the completeness and accuracy of these financial reports, and
  • Perform such additional tasks as may be delegated to the Committee by the Board from time to time.

Authority

This committee will be a Limited Agent, of the Board. As such, the Audit and Finance committee may conduct investigations and retain, at SNB expense, the services of independent financial resources, including legal counsel or other experts. Otherwise the Audit and Finance Committee is responsible for research, the proposal of action and/or preparation of finance policy recommendation to the Board of Directors for approval.

Policy Responsibility

The Audit and Finance Committee will be responsible for policy research and oversight of the following organizational policies.

  • Charitable Donations
  • Audit
  • Financial Reporting
  • Investment

Composition

The Committee will be composed of a minimum of three (3) persons. Each Committee member will be financially literate as the Board in its business judgment interprets such qualification. The Board will designate the Chairperson of the Committee, who shall be a Director. At least one member of the Committee should have a recognized Canadian accounting designation.

Appointment

The Board appoints members to the Committee. Members will serve from appointment until the re-striking of the committee. Should a vacancy occur on the Committee, for whatever reason, the Board may appoint a qualified person to fill that vacancy for the remainder of the vacant position’s term. The Board may remove any member of the Committee.

Meetings

The Committee will meet by telephone or in person, as required. Meetings will be as called by the Chairperson.

Resources

The Committee will receive the necessary resources from SNC to fulfill its mandate, and may from time to time have staff persons assigned to assist the Committee with its work.

Objectives/Deliverables

  1. Review monthly the financial statements of the SNC, as provided by SNC
  2. Review the annual budget of the SNC prior to its introduction to the Board
  3. Receive and review the audited financial statements of SNC and report to the Board prior to the AGM
  4. Review and/or establish the organization’s policy and procedures for the receipt, retention and resolution of complaints regarding accounting, financial disclosure, and internal controls and auditing matters.

Evaluation

The Board of Directors will evaluate the performance of the Committee. The performance of the committee will be assessed against the accomplishment of yearly objectives/deliverables. This review will take place immediately prior to the AGM

Reporting

The Committee will report to the Board, in writing, at every meeting of the Board. The Committee will report to Members at the Annual General Meeting, in the form of a written report.

Review and Approval

The Board of Directors will review these terms of reference every two years.