Board of Directors Charter

Purpose

This charter sets out the responsibilities of the Board of Directors of the Canadian Foundation for Governance Research (the "CFGR" or the "Corporation"). It is subject to the provisions of the Canada Corporations Act, Schedule II and the letters patent and bylaws adopted of the Corporation, all as they may be amended from time to time and the provisions of the Income Tax Act (Canada), the Trustee Act of Ontario, and the Charities Accounting Act/Charitable Uses Act (Ontario).

Key Responsibilities

The responsibility of the Board of Directors is to oversee the management of the business and affairs of the CFGR. As part of its stewardship function, the Board's functions including the following:

General Matters:

  • Reviewing and approving as appropriate the CFGR’s strategic plan presented by management and monitoring the implementation of the strategic plan;
  • Reviewing and approving as appropriate, any operating plans presented by management and monitoring the implement of those plans;
  • Reviewing and approving as appropriate fundraising and grantmaking plans presented by management and monitoring the implementation of those plans;
  • Approving the CFGR’s communications and brand strategy and overseeing the protection of the organization’s image;
  • Receiving reports from management on the principal risks of the organization and management's plan for managing those risks and monitoring the implementation of any such risk management plan;

Financial and Audit Matters:

  • Reviewing and approving, as appropriate:
    • annual budget of CFGR;
    • annual financial statements;
    • quarterly financial reports;
    • other financial reports as may be required by the board from time to time;
  • Determining the external auditor for recommendation to the Member;
  • Receiving reports from Management on the Corporations' compliance with laws and regulations, including but not limited to the Income Tax Act, the Canada Corporations Act Schedule II, the Trustee Act of Ontario, and the Charities Accounting Act, and where it has determined that there is non-compliance, authorizing such action for rectifications as the Board may consider appropriate;
  • Receiving reports from Management on matters of fraud;
  • Receiving reports from Management with respect to financial whistleblower issues and authorizing such action with respect to such issues as the Board may consider appropriate;

Investment Matters:

  • Approving the Corporations' Investment Policy;
  • Receiving reports from Management on any changes to the Investment Policy recommended by Management and approving such changes as the Board may consider appropriate;
  • Receiving regular reports from Management on the return on investments, in any violations or compliance issues and on the actions taken in respect of any violations or compliance issues;

Corporate Governance Matters:

  • Nominating candidates for election or appointment to the Board;
  • Establishing or disposing of Committees of the Board and approving such changes in the mandate and structure of each CFGR Board Committee as the Board may consider appropriate;
  • Appointing the Chair of the Board and the Chairs of any Committee of the Board;
  • Approving such changes to the executive management organizational structure as the Board may consider appropriate;
  • Receiving reports from Management with respect to any complaints or legal claims against the corporation and approving any action to be taken with respect to such complaints or claims as the Board may consider appropriate

Board Development and Assessment

All new directors shall receive a comprehensive orientation. Continuing education opportunities for all directors shall be available, so that directors may maintain or enhance their skills and abilities as directors, and so that their knowledge and understanding of the CFGR remains current.

In connection with the nomination or appointment of individuals as directors, the Board is responsible for:

  • considering what competencies and skills the Board, as a whole, should possess;
  • assessing what competencies and skills each existing director possesses;
  • considering the appropriate size of the Board, with a view to facilitating effective decision-making and achieving organizational goals.

The CFGR Board is responsible for ensuring that the Board, any committees and each individual director are regularly assessed regarding his/her/its effectiveness and contribution.

Committees of the Board

The Board may establish committees or merge or dispose of any committees to assist in discharging its duties.

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