Page 40 - 2025 February report

Governance & Nominating Committee minutes (draft)
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GOVERNANCE & NOMINATING COMMITTEE MEETING MINUTES JANUARY 8, 2025 via Zoom @ 11:10 a.m.
Members Present in person: Bill Corwin, David Blaikie, Malcolm Macleod,
Mike Miller via ZOOM, Bobby Krause (non-voting)
fs Sharon Wood Bill chaired the meeting.
1. ApprovalofMinutesofOctober2024meeting The minutes were approved as presented.
2. MattersarisingfromtheMinutes
There were no matters arising from the minutes outside of the agenda for this meeting.
3. SuccessionPlanningMaterials
a. Board approved Successions Scope Discussion b. Foundation Bylaws
c. Successions Scope Discussion – updated
Regarding the note concerning compensation: It was agreed that this Committee is comfortable making a recommendation to the Compensation Committee concerning compensation of the Board Chair and Committee Chairs. This practice would be consistent with the CEO making recommendations to the Compensation Committee for staff and consultant salaries. It is the responsibility of the Compensation Committee to review those recommendations and then present their findings to the Board for actual approval.
It was noted that the processes in place for Officer, Committee Chair and Committee member recommendations have worked well for many years. It may not be necessary or prudent to make any broad changes at this time.
In reviewing the Memorandum on Proposed Scope of the project, the following was discussed:
Board Chair
Selection process: It was noted that this Memo states incorrectly that the Chair and CEO make recommendations. The procedure is that the Chair consults with the CEO, but it is the Chair who has the responsibility of making recommendations. The Bylaws do state that this is a responsibility of the Chair. The wording should be revised to read “The Chair in consultation with the CEO”. It was also agreed to add “If there is a lack of consensus between the Board Chair and the CEO, the selection will be resolved by the Board.”
Qualifications: It was agreed that the Board Chair should not serve as the Governance & Nominating Committee Chair or as a Program Consultant. It was also agreed that the candidate should be willing to serve a 3-year term.
Terms: There was discussion on the value of having an initial 1-year term vs. the stability of a 3-year term. It was agreed that to make sure that the Board Chair is effective and also accountable, there should be a performance review at the end of the 3-year term, similar to what is done with Directors who are being considered for an additional term.
It was agreed not to specify a limit to the number of times the term could be renewed.
Compensation: As noted above, consensus was there are issues here regarding compensation of Committee Chairs as well as the Board Chair. Currently, only non-Director Committee Chairs are compensated. The discussion of specifics was deferred at this time.
Timeline for implementation: It was agreed that the most effective and efficient implementation process is for the Board Chair to be elected by the Board at its March meeting, with that Chair