Governance & Compensation Committee Terms of Reference

Name of Committee: Governance Committee

Purpose: The Governance Committee will assist the Horse Racing Alberta Board to fulfill its oversight responsibilities by reviewing all aspects of the Board’s governance framework to ensure that the Board functions in an effective and efficient manner that successfully supports the operations of Horse Racing Alberta.

Authority: The Governance Committee serves as an advisory body to the Board.

Terms of Reference: The Governance Committee will have the authority to:

Reporting Responsibilities

  • Provide advice to the Board on matters pertaining to its mandate

Governance Compliance

  • Review all aspects of the Board’s governance framework to ensure that the Board functions in an effective and efficient manner that successfully supports the operation of Horse Racing Alberta
  • Recommend to the Board those steps necessary to ensure that all board members are aware of and taking steps to avoid any appearance of a conflict of interest
  • Advise the Board as to how it can play a leadership role to maintain an effective governance framework consisting of principles, policies, and bylaws that reflect current “best practices” in governance
  • Oversee a program and orientation for newly-appointed board members, as well as ongoing development programs for serving members
  • Review the terms of reference for Board Committees, and any amendments proposed by the Committees, and recommend for approval any amendments to the Board
  • Annually review Horse Racing Alberta’s bylaws and the Board’s policy and procedure manual, and recommend changes to the Board as appropriate
  • Review and recommend the Director’s compensation plan to the Board

Board Planning

  • Develop an annual work plan for the Board as a whole in terms of its governance functions and identify priorities and objectives
  • Ensure that the Board is made aware of any steps needed to ensure that the appropriate Minister(s) are made aware of emerging issues
  • Coordinate the formal bi-annual evaluation process of the Board, Board Chair, Board members, and Committees, and report as required

Board / Management Relations

  • Advise the Board with respect to its relationship to the CEO; providing guidance to the Board on issues regarding performance assessment, compensation, and succession planning
  • Review the Chief Executive Officer’s mandate as required, or at least every three years, and recommend for approval any amendments to the Board
  • Review and recommend how the Board should address the human resource needs and quality of life of its employees
  • Ensure the Board conducts an annual assessment of the performance of the CEO, measured against agreed upon written objectives, as well as review the CEO’s assessment of the performance of the executive management team
  • Monitor the quality of the relationship between management and the Board, and recommend improvements as deemed necessary or desirable

Risk and Uncertainty

  • Identify, assess, and monitor risk associated with Horse Racing Alberta’s reputation and risk directly related to board members and board activities, and recommend for approval any matter requiring board action

Membership: The Governance Committee is chaired by Brian Alexander.

Members:

  • John Brennan
  • Gill Hermanns
  • Shirley McClellan, CEO, HRA

Chairmanship: The Chair of the Horse Racing Alberta Board will name the Chair of any and all committees, upon approval from the Board.

Membership and Rotation: The Committee will be comprised of a minimum of three directors of the board, in addition to the Committee Chair and Board Chair. Horse Racing Alberta’s CEO will attend meetings by invitation. All committee members will be appointed for a 1 year term. Member terms can be extended on an annual basis.

Resources: The CEO will determine and assign a staff member as the primary advisor to the Committee. If necessary, a recording secretary may also be appointed. The Committee will also be accorded a budget to cover meeting expenses, meals/coffee, photocopying, and other related activities.

Pre-reading materials for each committee meeting will be available and provided to committee members by the Executive Assistant far enough in advance of the scheduled committee meetings to allow members sufficient time to review the materials. Committee members will be expected to have read the materials in advance of the meetings and thus will be expected to participate fully in committee discussions on the subject matter contained within the pre-reading material.

Timeframe: The Governance Committee is a standing committee. The Committee will meet at the call of the Chair of the Committee not less frequently than once every two months and may meet according to a set schedule approved by its members. Such a schedule will be registered with the Executive Assistant to the CEO.

Tenure: The Committee is a standing committee and as such will be deemed to be continuous, subject to having its terms of reference and membership reviewed and renewed by the Board (on the recommendation of the Board Chair) every year.

Reporting: The Governance Committee will provide its minutes to the Executive Assistant to the CEO within 48 hours of any committee meeting. The Committee will be expected to inform the Board on a regular basis of its activities. This update will include the minutes of the most recent meeting of the Committee and if necessary a verbal update of activities since the last committee meeting.

Budget: The Governance Committee will have a budget assigned to it on an annual basis. The budget shall be an amount deemed necessary by the Board to cover the expenses of the Committee. Committee members will not have the authority to commit Horse Racing Alberta to the expenditure of any funds, except that which is accorded to the Committee for administrative purposes.

Contact with the Media: Any contact with the media shall be handled by the Chair of the Board.

Public Meetings: Unless otherwise provided for in the Procedural Bylaw of the Board, the meetings of the Committee shall be deemed to be open to other board members, who may attend and ask questions but may not vote. Where the matter deals with an issue which is deemed to be confidential, the Committee may move to go “in-camera” to discuss that matter. An in-camera session of the Committee will be restricted by the Committee to only members of the Committee. The only motions permitted as consequence at that time, shall be the motion to go in-camera and the motion to revert back to a public meeting. Any motion dealing with the matter dealt with in-camera will be made in a committee meeting.