1. Establishment

By these terms of reference, the Governance Standing Committee (the "Committee") is established as a Standing Committee of the Board pursuant to By-law No. 1, Article 7.1.

2. Mandate

The Committee acts in an advisory capacity to the Board and supports the Board in carrying out its governance responsibilities, including:

1. Board effectiveness and assessment;
2. Board officer and committee election processes;
3. review of Board by-laws and governance policies;
4. Board member recruitment/appointments support (municipal and provincial); and
5. performance and compensation review processes and succession planning for the Chief Executive Officer ("CEO") and Medical Officer of Health ("MOH").

3. Authority and Powers

In carrying out its mandate, the Committee may:

1. request information from the Leadership Team and require Leadership Team or other staff to attend meetings and provide information and explanations;
2. recommend that the Board retain external advisors (including third party consultants) where necessary to discharge the Committee’s responsibilities, subject to Board approval as required; and
3. meet in camera where appropriate (including for CEO/MOH performance and compensation matters) and require the withdrawal of management/staff for those portions of meetings.

4. Composition and Membership

4.1 Voting Members (Board Members):

The Committee shall be comprised of the following Board Members (the "JBEC Members"), who are hard-wired as members:

1. Chair of the Board;
2. Vice-Chair of the Board; and
3. Treasurer of the Board.

In addition, the Board shall appoint at least one (1) additional Board Member to the Committee (the "Additional Member").

4.2 Representation Considerations for the Additional Member:

In appointing the Additional Member, the Board should consider, to the extent practicable, representation across:

1. the County of Essex appointees;
2. the City of Windsor appointees; and
3. any Lieutenant Governor in Council ("provincial") appointees (if any).

4.3 Non-Voting Resources:

1. The CEO is an ex officio, non-voting resource to the Committee and may attend meetings, except for any portion dealing with the CEO’s performance, compensation, or succession.
2. The MOH is an ex officio, non-voting resource to the Committee and may attend meetings, except for any portion dealing with the MOH’s performance, compensation, or succession.
3. Other staff may attend, by invitation, as required and are non-voting.

5. Chair

5.1 The Chair of the Committee shall be the Vice-Chair of the Board (hard-wired).

5.2 If the Vice-Chair is absent, the Committee shall appoint an acting chair from among the voting members present for that meeting.

6. Term of Appointment

6.1 JBEC Members serve on the Committee while they hold their respective officer roles.

6.2 The Additional Member should be appointed for a two-year term (renewable) to promote continuity, unless the Board determines otherwise.

7. Frequency of Meetings

The Committee shall meet at least four (4) times per year, and more often as required.

8. Calling of Meetings

Meetings may be called by the Committee Chair or any two voting members of the Committee.

9. Notice, Agenda, and Materials

9.1 At least seven (7) days’ notice of meetings shall be given, unless circumstances require shorter notice.

9.2 The notice shall include the date, time, place (or virtual link), and a description of the business to be transacted.

9.3 Materials should be circulated with the agenda wherever practicable.

10. Quorum

Quorum is achieved when a majority of the voting members are present (50% + 1).

11. Participation and Voting

11.1 Attendance may be in person or by electronic means that permit all participants to communicate simultaneously and instantaneously.

11.2 Each voting member has one vote. Questions are decided by majority vote.

11.3 The Committee will endeavour to reach consensus where practicable.

12. Duties and Responsibilities

The Committee’s duties include the following (with an expectation that the Committee maintains a rolling work plan):

A. Board officer elections and nominations process 

1. Develop, administer, and improve the annual process for identifying and recommending nominees for Board officer positions (Chair, Vice-Chair, Treasurer) for the Board’s annual officer appointment process.
2. Seek expressions of interest in advance of the annual officer elections and, if there is more than one candidate for an officer role, determine an appropriate process (e.g., interviews) and bring forward a recommended approach/slate to the Board.

B. Committee elections and committee structure

1. Oversee and advise on the selection/election process for Board standing committee memberships.
2. Review the Finance and Audit Committee structure, membership, and election process annually (including confirming alignment with its Terms of Reference).

C. Board assessment and Board effectiveness

1. Review quarterly Board assessment results (the "Board survey"), oversee delivery/discussion of results, and recommend improvement strategies/actions to the Board.
2. Consider enhancements to the Board assessment process over time, including peer-to-peer evaluation concepts, for Board discussion and approval.
3. Ensure there is a process for assessing the effectiveness of the Board and its committees.

D. By-laws and governance policies

1. Maintain and administer a schedule for review of all Board by-laws (minimum every two years) and governance policies (staggered appropriately based on volume), and recommend revisions to the Board as required.
2. Support annual review of the Code of Ethical Conduct and related governance policies, and recommend updates where appropriate.

E. Board member recruitment / appointments support

1. Maintain a Board competencies matrix and update it at least annually and when vacancies arise, to support appointee recommendations where requested by appointing municipalities and/or the Lieutenant Governor in Council.
2. Support and advise the Board on processes relating to municipal appointments and provincial (Order in Council) appointments where applicable.

F. Annual attestations

1. Oversee annual Board member attestations (e.g., contact information, confidentiality, and related governance attestations) and ensure completion.

G. CEO and MOH performance, compensation, and succession

1. Oversee and ensure completion of the annual performance review process for the CEO and MOH and make recommendations to the Board regarding outcomes and (where applicable) compensation adjustments. 
2. Oversee CEO succession planning: ensure creation of an initial succession plan in the first year and thereafter an annual update (and, if requested by the Board, succession planning framework considerations for the MOH role).

H. Other matters

1. Address other governance matters referred to the Committee by the Board from time to time.

13. Record Keeping and Minutes

13.1 Minutes shall be kept for all Committee meetings and should follow the Board’s standard for committee minutes.

13.2 Minutes should be circulated and preserved.

14. Reporting and Accountability

The Committee reports to the Board and makes recommendations to the Board as required.

15. Confidentiality

Each Committee member has a duty to maintain the confidentiality of information designated as confidential and any in camera matters.

16. Review of Terms of Reference

The Committee shall review these Terms of Reference at least annually and recommend any revisions to the Board for approval.

Appendix A - Indicative Work Plan (to be refined by the Committee)

Quarterly (each meeting):

1. Review Board assessment results; identify themes and recommendations for Board discussion/action.

Annual / cyclical (distributed across the four meetings):

1. Review by-laws (minimum every two years) and maintain the rolling schedule.
2. Review Board policies (staggered, based on volume).
3. Board officer elections process (including early solicitation of interest; interviews if required; recommended slate).
4. Annual attestations (contact information, confidentiality, etc.).
5. Review Finance and Audit Committee structure/membership/elections.
6. CEO/MOH performance review cycle; recommend any third-party support needed.
7. CEO succession plan: create (Year 1) and update annually