I. Purpose

The purposes of the Governance, People & Culture Committee (the “Committee”) are as follows:

  1. To assist the Board of Directors (the “Board”) of RECO in ensuring that RECO develops and implements an effective approach to corporate governance, enabling the business and affairs of RECO to be directed, implemented and managed to meet its mandate and its strategic and business planning goals and objectives.
  2. To assist the Board in providing supports that allow members of the Board to maximize their contribution in the best interests of RECO through robust recruitment, orientation, onboarding and development.
  3. To oversee the performance and evaluation of the Chief Executive Officer of RECO in a manner consistent with relevant RECO policy.
  4. To review, report on and make recommendations to the Board with respect to human resource management at RECO, compensation policy, and human resources sustainability and succession planning. 

II. Chair, Vice-Chair and Membership

  1. The Committee shall consist of the Chair of the Board ex officio, the Vice-Chair of the Board ex officio, as many as seven additional members of the Board, and such non-Board members as the Board may appoint. The majority of members of the Committee shall be members of the Board.
  2. The Chair of the Board shall serve as chair of the Committee, and the Vice-Chair of the Board shall serve as vice-chair of the Committee

Katie Steinfeld

Tim Lee

Krystal Lee Moore
Judy Pfeifer
Karim Karsan
Jessie Singh
Stephen Rotstein

III. Duties, Functions & Responsibilities

The Committee shall perform the following duties, functions and responsibilities on behalf of the Board:

  1. With respect to matters related to governance:
    1. To review and maintain the Board Governance Manual, ensuring that Board-approved policies are current and effective, and to approve changes to the Manual (other than changes to Board-approved policy) on behalf of the Board.
    2. To review and evaluate the Board committee structure, and to make recommendations to the Board in that connection.
    3. To advise the Board generally on the frequency and structure of meetings of the Board and its committees to ensure they support effective monitoring and decision-making, and to approve the Board’s annual governance calendar on behalf of the Board.
    4. To oversee the process of Board, committee and individual director assessment, ensuring that, at a minimum, the Board meets its commitment to government pursuant to the administrative agreement, and to approve those processes on behalf of the Board.
    5. Generally, to identify and implement on behalf of the Board governance practices to enhance transparency and accountability. 
  2. With respect to matters related to director development:
    1. To ensure that annual programs of orientation, re-orientation and onboarding are thorough and effective, and to approve those programs on behalf of the Board.
    2. To monitor opportunities for individual director and whole Board development, ensuring alignment with the needs of individual directors and the Board as a whole and to approve on behalf of the Board individual director development providers and the annual program for whole Board development.
    3. To review opportunities and strategies for director recruitment and succession, and to advise the Board in those respects. 
  3. With respect to matters related to the performance of RECO’s Chief Executive Officer:
    1. To provide on behalf of the Board coaching and development support to the Chief Executive Officer as necessary.
    2. To maintain an accurate and up-to-date job description for the Chief Executive Officer, ensuring it is consistent with RECO’s vision, mission and values, and to recommend revisions to the Board for approval.
    3. To establish and review annually a process for evaluating the performance of the Chief Executive Officer, and to recommend the process to the Board for approval and implementation by the Committee.
    4. In consultation with the Chief Executive Officer, to develop goals, objectives and evaluation criteria for the ensuing year, recommending any changes to the Board for approval.
    5. To receive regular reports on status of CEO objectives and conduct an annual review of the performance and compensation of the Chief Executive Officer, relying to the extent necessary on external market data, recommending any changes to the Board for approval.
    6. To oversee the transition to a new Chief Executive Officer when required, ensuring that performance goals and objectives are clear and in alignment with corporate goals and objectives.
    7. To ensure succession plans are in place for the CEO and Senior Management Group.
  4. With respect to matters related to human resources:
    1. To receive reports from management on proposed Human Resources related budgets, and to make recommendations to the Board in these respects.
    2. To review reports relative to employee engagement.
    3. To ensure effective Occupational Health & Safety programs are in place.
    4. To receive a report from management on the RSP program offered to employees. 
  5. To oversee the administration of the following Board policies, and to perform the functions of the Committee as described in these policies:
    1. Policy on the Appointment of the Chair & Vice-Chair.
    2. Policy on Board, Committee & Other Assessments.
    3. Policy on Board Decision-Making.
    4. Policy on Director Orientation & Development.
    5. Policy on the Board Governance Manual.
    6. Policy on CEO Performance Evaluation.
    7. Policy on Committees of the Board of Directors.
    8. Policy on Employee Compensation.
    9. Policy on Conflict of Interest.
    10. Policy on Corporate Policy (Board of Directors).
    11. Policy on Delegation of Authorities.
    12. Policy on Director Recruitment, Election & Succession.
    13. Policy on Social Media. 
  6. To review the Board-approved terms of reference and work plan for the Committee on not less than an annual basis, and to make recommendations for change to the Board as may be required.
  7. To establish such sub-committees of the Committee as the Committee may deem advisable and to assign terms of reference for such sub-committees, provided that the Committee may not delegate to such sub-committees any decision-making authority otherwise vested in the Committee, it being understood that any such sub-committees are to be exclusively advisory to the Committee.
  8. To perform such other duties and responsibilities as the Board may assign.