The purpose of the Governance Committee is to provide, on behalf of the Board, a focus on governance issues consistent with NWTF’s objective, including the recruitment of persons who can contribute to the achievement of its vision, mission, goals, and roles. It is also tasked to recommend qualified nominees to the Board and its Committees.

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 Trustees.

  1. The Governance and Nomination Committee shall be comprised of five (5) members with three (3) Trustees and two (2) non-Trustee/ non-management Foundation members.
  2. Committee members shall be appointed by the Board in accordance with Part II Governance Structures, Section 2E. Board Operating Guidelines, (m) Committee Chairs and Committee Members.
  3. Any Committee member may be removed by the Board.
  4. The Committee shall operate in a fashion that is consistent with the guidelines for Committees of the Board, which are outlined in Part II Governance Structures, Section 2M Board Committees and Mandates, and Section 2N Guidelines for Committees of the Board.
  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 Corporate Secretary 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 membership recruitment and Board composition that takes into consideration the current strengths, skills, and experience of the general membership as well as the status of current Trustees, 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 Members and Trustees, taking into consideration NWTF’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 election to the Board.
  4. At the request of the Board Chair, review and make recommendations regarding succession planning for the leadership roles of the Board and its Committees.
  5. Periodically and no less frequently than every 5 years, review the Good Governance Manual, outlining the policies and procedures by which the Board operates, including the terms of reference for the Board, the Board Chair, the Executive Director, a Trustee and Committees. Make recommendations to the Board as required.
  6. Annually review NWTF’s Code of Conduct and Conflict of Interest Policies, and where appropriate, make recommendations for changes to the Board of Trustees.
  7. 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.
  8. 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.
  9. Carry out annually, the evaluation of the Board, its committees, and individual members, not later than nine (9) months after election or appointment.
  10. Approve any report on NWTF’s governance practices that are made public through any of NWTF’s communication materials.
  11. 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.

  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.