The purpose of the Governance Committee (“the Committee”) is to provide, on behalf of the Board, a focus on governance issues consistent with NWTF’s objective to achieve its vision, mission, goals, and roles. The Committee assesses and makes recommendations regarding Board governance and effectiveness issues and develops and leads the process for identifying, recruiting, appointing, re-appointing and providing ongoing development of directors.
As a secondary function, the Governance Committee shall also deal with nominations and membership concerns by providing, on behalf of the Board, a focus on member recruitment of persons who can contribute to the achievement of NWTF’s vision, mission, goals, and to recommend qualified nominees to the Board and its Committees.

  1. The Governance Committee shall be comprised of seven (7) members with three (3) Trustees, and four (4) non-Trustees who must also be foundation members.
  2. Committee members shall be appointed by the Board in accordance with the Guidelines for Committees in section 2N.
  3. Any Committee member may be removed by the Board
  4. The Committee shall operate in a manner that is consistent with the Committee operating guidelines that apply to all Committees and which are outlined in section 2N of the Board Governance Manual.
  5. The Committee shall meet at least once a year and more frequently at the call of the Committee chair.
  6. The secretary to the Committee will be the Executive Office Manager functioning as the Board secretariat.

The Committee has the responsibility to:

  1. In consultation with the Board Chair and the Executive Director develop, and periodically update, a long-term plan for Board composition that takes into consideration the current strengths, skills and experience on the Board, retirement dates and the strategic direction of NWTF.
  2. In consultation with the Board Chair and Executive Director, develop recommendations regarding the essential and desired experiences and skills for potential Trustees, taking into consideration the Board’s short-term needs and long-term succession plans.
  3. In consultation with the Board Chair and the Executive Director, recommend to the Board for approval, the nominees for NWTF membership at least one (1) month prior to the annual general meeting.
  4. In consultation with the Board Chair and the Executive Director, recommend to the Board for approval, the nominees for election to the Board.
  5. At the request of the Board Chair, review and make recommendations regarding succession planning for the leadership roles of the Board and its Committees.
  6. Periodically and no less frequently than every 5 years, review the Board Governance Manual, outlining the policies and procedures by which the Board operates, including the Charter for the Board, the Board Chair, the Executive Director, Trustee and Committees. Make recommendations to the Board as required.
  7. Annually review NWTF’s Code of Conduct and Conflict of Interest Policies, and where appropriate, make recommendations for changes to the Board of Trustees.
  8. Review NWTF’s by-laws no less frequently than every 5 years in the year following the Board manual review to ensure they meet NWTF’s needs, and make recommendations to the Board as required.
  9. Annually assess the Board’s needs in terms of the frequency and location of Board and Committee meetings, meeting agendas, discussion papers, reports and information, and the conduct of meetings and make recommendations to the Board as required.
  10. In due course, recommend to the Board an evaluation process for the Board, the Board Chair, and its Committees which, once implemented, will be carried out annually, not later than nine (9) months after election or appointment.
  11. Approve any reports on NWTF’s governance practices that are made public through any of NWTF’s communication materials.
  12. At the request of the Board Chair or the Board, undertake such other governance initiatives as may be necessary or desirable to contribute to the success of NWTF.
  13. Review NWTF’s by-laws no less frequently than every 5 years to ensure they meet NWTF’s needs, and make recommendations to the Board as required.

  1. The Committee chair has the responsibility to make periodic reports to the Board on governance matters of NWTF.
  2. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and distributing those minutes at the next Board meeting, and providing an oral report where required at the next Board meeting.