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Board Governance Committee (BGC) Meeting Minutes

BGC Attendees: Cherine Chalaby, Bill Graham, Ram Mohan, Ray Plzak, Mike Silber and Bruce Tonkin – Chair

Other Board Member Attendees: Sébastien Bachollet, Steve Crocker, George Sadowsky

Staff Attendees: Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Meghan Bishop, Michelle Bright, Sally Costerton, Samantha Eisner, Jamie Hedlund, Diane Schroeder, and Amy Stathos

BGC Apologies: R. Ramaraj


The following is a summary of discussion, actions taken and actions identified:

  1. Minutes: The BGC approved the minutes of its two prior meetings in September 2012.
  2. Board Committees: The BGC discussed the proposal for comprising the Board committees with the change in Board membership upon the conclusion of the Annual General Meeting in Toronto. The BGC also began a discussion of succession planning for leadership of the Board committees and the potential for providing training for Board members interested in serving on certain committees, with a particular view to leadership succession. The process for recommending the slate to the Board, including holding a discussion at a workshop of the Board, was clarified. The BGC also had a brief discussion about how the BGC's upcoming review of all of the standing committees of the Board may factor into slating, and the BGC members noted that any change to the number of standing committees would require planning and communications. The BGC then discussed some of the details about planning the review of the committee charters, including the possibility of placing the charters on a rotating schedule for review.
    • Actions:
      • BGC Chair to circulate proposed slating list to the BGC for review prior to discussion with the Board as a whole.
      • Staff to provide a list of staff supporting the Board committees, in the event support was affected by changes within the organization.
      • BGC members to generate a workplan for the review of the standing committees of the Board.
      • Once the workplan is completed, devote a meeting of the BGC to the topic of committee review.
  3. Board Leadership Slate: Staff noted that the nomination period was still open for the role of Chair and Vice-Chair.
  4. Review of Board Governance Committee Charter: The BGC discussed some factual revisions proposed to the Charter to reflect the BGC's obligations in making recommendations of Nominating Committee positions. The BGC noted that a more in-depth review of the Charter is still needed. The BGC agreed that it was appropriate to recommend for Board approval the factual modification to the Charter. A more fulsome review of the BGC Charter will happen at a later time, as indicated on the committee review work plan.
    • Action:
      • Staff to forward the revised Charter for consideration by the Board.
  5. Revised Governance Guidelines: Staff presented proposed modifications to the Governance Guidelines, to incorporate recommendations arising out of the expert review on conflicts and ethics. The BGC recommended the forwarding the revisions to the Board for approval and adoption.
    • Action:
      • Staff to prepare high-level summary of revisions and forward the revised Guidelines to the Board for consideration.
  6. Nominating Committee Processes: The BGC discussed planning meetings with the 2012 Nominating Committee and the 2013 Nominating Committee while in Toronto. The BGC also began a discussion about a way forward for recruiting candidates for NomCom consideration, including the possibility of a private recruiting firm, or at minimum the separation of the recruiting function from the selection role of the NomCom. The BGC discussed that there could be challenges in assuring that the NomCom has proper management over an outside recruiting firm, and also raised a note of caution in maintaining the independence of the NomCom's selection of candidates.

    The BGC also noted that there is a request from the NPOC to have a seat on the Nominating Committee. The BGC discussed that allowing this seat would require a Bylaws change, is not necessarily amenable to an ad hoc decision, and this is an issue that is more ripe for the structural review of the NomCom that is required under the Bylaws. The BGC agreed to request the Structural Improvements Committee (SIC) to review whether the question of the addition of a seat to the NomCom is amenable for review in two-years time (when the next review is scheduled to occur), or if a more limited review should commence on this issue at this time.

    The BGC discussed that there is a need for the Board to give feedback to the NomCom on the performance of those Board members selected by the NomCom. In making this communication, the Board should not be informed if the members are standing for re-appointment by the NomCom. The BGC proposed some guidelines for making this communication to the NomCom through the Chair of the Board. The review of performance would be conducted for each of the Board members, not just the NomCom-appointed members, and provision of feedback may be appropriate for discussion with the SOs and the At-Large Community as well.

    The BGC also discussed the development of Board skill sets to provide to 2013 Nominating Committee. The BGC agreed that it would query the 2012 Nominating Committee on whether the skill sets previously provided were helpful, or if changes were needed.

    Staff reported that the survey of the 2012 NomCom was launched and statistics should be available to the BGC in the next several days for review. The BGC also discussed the report posted by the 2012 NomCom.

    • Actions:
      • BGC to have an active discussion with each of the 2012 and 2013 Nominating Committee on the point of recruitment as part of the Nominating Committee's work.
      • The BGC Chair to draft some more formal guidelines for the review of Board members and the provision of those reviews.
  7. Update on ATRT Matters: Staff reported on the progress of the Accountability Structures Expert Panel (ASEP) and noted the request from the ASEP for a meeting with the BGC.
    • Action:
      • Staff to schedule meeting between the ASEP and the BGC.
  8. Any Other Business: Staff provided an initial report on enhancement to modifications of Board Briefing Materials.
    • Action:
      • Staff to revise templates for Board briefing in line with BGC recommendations.
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