Transition Binder for Chief Executive Officer

Terms of Reference – Corporate Performance Committee

• I. Purpose
  The first key function of the Corporate Performance Committee (“the Committee”) is to ensure that:
  • A. the organization is performing at optimal levels, meeting its strategic objectives as defined in its corporate performance framework, to achieve the mandate set out in legislation and the policy of the Government of Canada;
  • B.corporate risks are identified and appropriately mitigated;
  • C. the organization’s human resources are strategically managed; and
  • D. the finances of the organization are managed responsibly and in accordance with accepted professional standards of financial management.
• The second key function is to ensure that the Board of Directors is adequately informed withrespect to the CER’s performance against expected results and Areas of Focus, the status of financial and human resources, and the identification and management of risks, such that the Board is able to exercise its oversight responsibilities effectively.
• II. Composition and Operations
  • A. As per Board By-laww #1, sectionw 3(4), the Chair of the Board after consultation with the Board, nominates Directors to serve as chair and members of each Committee, to be appointed on an annual basis, or as otherwise required, by resolution of the Board.
  • B. As per Board By-law #1, sectionw 7, the Committee may formulate its own rules of procedures, subject to such policies or directions as the Board may from time to time make.
  • C. The Chief Executive Officer will be a non-voting participant at Committee meetings. The Chief Financial Officer and Chief Human Resources Officer shall act as resources for the Committee and will attend Committee meetings in that capacity, along with the CEO, Chief of Staff, and any other staff members approved by the Chair of the Committee. The Chief of Staff will serve as secretary to the Committee.
  • D. The Committee will meet at least two times each year.
  • E. The Chair (or designate) of the Committee will provide a written report of each Committee meeting to the Board and/or an oral report at the next regular meeting of the Board.
  • F. From time to time, as deemed required by the Committee and in consultation with the Chair of the Board, the Committee may retain independent advice regarding financial and/or accounting issues.
• III. Delegated Authorities
  As per Board By-law #1, section 8, the Committee has no power to act for or on behalf of the Board or otherwise commit or bind the Regulator to any course of action. The Committee only has the power to make recommendations to the Board as the Board may from time to time direct.
• IV. Duties and Responsibilities
  Subject to the powers and duties of the Board, the Committee will perform the following duties:
• Corporate Performance Responsibilities
  • A. To satisfy itself that the Board of Directors receives accurate, timely and useful corporate performance information in meeting the strategic objectives of the organization. Corporate performance materials to be reviewed by the Committee include:
    • Departmental Plan
    • Departmental Results Report
    • Departmental Results Framework, including any proposed updates
    • Quarterly performance reports against the Departmental Results Framework
    • Quarterly performance reports against Areas of Focus
    • Annual Corporate Performance Assessment framework
    • Annual audit and evaluation plan, and audit and evaluation reports
  • Risk Responsibilities
  • B. To satisfy itself that management has developed a risk management process that is effective and efficient.
  • C. To ensure that adequate measures are being taken to identify major risks likely to face the organization, that the Board is aware of these risks, and that appropriate action is being taken to address these risks.
  • Human Resources Responsibilities
  • A. To consider and advise the Board on the organization’s policy direction, strategic workforce planning and performance measurement in relation to human resources matters.
  • B. To satisfy itself that the Board of Directors receives adequate information to confirm:
    • CER human resources policy and practices are in compliance with the minimum standards legislation, statutory health and safety requirements and human rights laws
    • Appropriate discharge of compensation and staffing policy, practice, compliance and audit recommendations
    • Appropriate identification of organizational critical positions and succession planning for critical positions and senior management
    • Management and Union bargaining strategy and labour relations practice is in alignment with Treasury Board Secretariat (TBS) directives
    • Adherence to ethical standards within the organization, including with respect to the development and application of the Code of Conduct for CER Employees, the Values and Ethics Code for the Public Sector, and the Public Servants Disclosure Protection Act
  • Finance Responsibilities
  • D. To satisfy itself that the Board of Directors receives accurate, timely and useful financial information on the affairs of the organization. Financial materials to be reviewed by the Committee to include:
    • Quarterly financial statements and full year forecast
    • Budget proposals and allocations
    • CEO travel expenses, on an annual basis
  • E.To consider and advise the Board on the organization’s internal financial control systems and the method and standard of their application.
  • F. Undertake other duties as assigned by the Board.

Date modified:

2024-03-27