Governance Committee

The Governance Committee is responsible for reviewing the governance framework, policies, and practices of Plannera, as well as overseeing the board nomination and evaluation process.

Abridged Terms of Reference

1. Introduction and Purpose

This terms of reference provides a summary and overview of the purpose, responsibilities, membership and operating procedures of the Governance Committee (GC) established by the Board of Directors (Board) of Plannera Pensions & Benefits (Plannera). It is not intended to be a comprehensive recitation of the GC Terms of Reference. In the event of a conflict between this abridged version and the GC Terms of Reference, the GC Terms of Reference will prevail.

2. Purpose of the Governance Committee

The purpose of the GC is to provide a focus on corporate governance that will enhance the overall performance of Plannera. The GC assists the Board in fulfilling its oversight responsibilities by:

a)    Assessing and making recommendations with respect to Board effectiveness;

b)    Establishing and leading the process for the development of Director criteria, including identifying skills requirements;

c)    Developing appropriate corporate governance practices, guidelines and internal/external benchmarks for the Board and Plannera; and,

d)    Working with the Executive Secretarial Services (ESS) group to ensure that Plannera is subject to and governed by policies and practices that are aligned with best practices.

3. Duties and Responsibilities

Subject to the powers and authority of the Board, the GC shall be responsible for carrying out the duties described in this summary, and as may be delegated by the Board, including, but not limited to:

A. Board Independence

The GC will review and recommend to the Board appropriate structures and processes to allow the Board the opportunity to function independently of Plannera management, where appropriate. The GC will ensure that the Board fosters an effective relationship with Plannera management, recognizing the distinct roles between governance oversight and corporate operations.

B. Ethics Compliance

The GC is responsible for monitoring the adherence of Directors to the Board Code of Conduct, in addition to annually reviewing the effectiveness of the Board Code of Conduct and report its findings and recommend for approval any amendments to the Board and, ensuring that procedures for the receipt, retention, treatment and resolution of complaints regarding ethical matters are implemented in accordance with the corporate policies adopted by Plannera.

C. Bylaws and Board Policies

The GC will ensure that a framework is in place for a review of the Plannera corporate Bylaws and appropriate Board policies.

D. Communications and Public Policy

The GC will review policies and programs to ensure that Plannera operations are consistent with public values and the expectations of Members. The GC will work with Plannera management in identifying and assessing public affairs issues that could directly, or indirectly, impact Plannera.

E. Board Evaluation

In consultation with ESS, the GC will recommend to the Board, for approval, appropriate evaluation processes for the Board, the Board Chair, Board committee and individual Directors to be conducted annually or on such other cyclical schedule as may be determined.

F. Board and Committee Meetings

The GC will, at least annually, review the Governance Manual and related meeting materials to assess the needs of the Board, and make recommendations for adjustment or amendent, when appropriate.

G. Other

The GC shall also be responsible for:

a) Documentation and Initiatives: reviewing, at least annually, and recommending to the Board, for approval, changes to Board documentation and any reports on corporate governance that may be required or considered advisable for the Board to review and consider. 

b) Knowledge and Skills: developing and annually updating a long-term plan for Board composition that considers the current strengths, knowledge, skills and experience on the Board, appointment expiry dates and the strategic direction of the Board and Plannera.

c) Succession Planning: developing recommendations, for presentation to the joint Nomination Committee (defined below) regarding the essential and desired skills and experiences for potential directors, taking into account the short-term needs of the Board and long-term succession plans.

d) Nomination Committee: recommending to the Board, for approval, two (2) voting Directors to participate on the Nomination Committee to review and recommend candidates for the fulfilment of directorial vacancies.

e) Director Orientation and Education: providing oversight and input to ESS in the development of the orientation and education program for incoming and existing Directors.

f) Committee Appointments: collaborating with the Board Chair in formulating recommendations to the Board for membership on Board committees.

g) Risk Management: understanding the emerging and material governance risks relative to Plannera’s objectives. In facilitating this understanding, the GC may, among other things, receive reports from Plannera management on changes to the risks and status of strategies that have been identified and/or implemented to address those risks.

h) External Advisors: recommending to the Board, for approval, a system that enables a Board committee to engage external advisors, at the expense of Plannera, that are separate and distinct from those engaged by Plannera. 

4. Governance Committee Membership

The GC shall be composed of three (3) Directors appointed in accordance with Section 8 of the Board Governance Manual. All GC members must be independent of Plannera management.

5. Governance Committee Meetings

The GC shall meet at least quarterly in each fiscal year, with additional meetings called at the discretion of the GC Chair or at the request of a majority of GC members.

Directors who are not members of the GC may attend GC meetings, but will not be considered in the determination of quorum or have the right to vote on matters requiring decisions.

6. Accountability

The GC shall report, at each regular meeting of the Board, all such action it has taken since the previous report.

Last reviewed May 14, 2024