Governance > Terms of Reference > Board Committees > Governance Committee - Terms of Reference
Authorised by Board of Management
Issue Date: 25 November 2021
Revised Date: 28 June 2023
Purpose
The Governance Committee (Committee) is a formally constituted committee of the Board and as such reports directly to the Board of Kyeema. The Committee will report and provide advice and recommendations to the Board in accordance with these terms of reference.
Role of the Committee
The purpose of the Committee is to:
•Assist the Board in corporate governance.
•Ensure appropriate Board succession planning.
•Ensure appropriate Board appointments, induction, reviews and development.
•Provide oversight of the performance reviews of the CEO, the remuneration of the CEO and the appointment of the CEO.
Power
The Committee is established by the authority of the Board to fulfil the above purpose. The Committee does not have any delegated powers.
Responsibilities and Functions of the Committee
Corporate Governance
In relation to corporate governance the Committee will:
•Assist the Board in its ongoing oversight of the quality of governance of Kyeema
•Maintain a framework for the regular review and development of key policies, documents and processes including (but not limited to) the Rules, Board charter, committee terms of reference, Board calendar, legal compliance, and Board capabilities
•Bring to the Board’s attention any developments in governance which impact the Board.
CEO
In relation to the CEO the Committee will:
•formally recommend the appointment and remuneration (conditions of employment) of the CEO to the Board for final approval. The process of the recruitment, approval and appointment of the CEO must be documented and minuted in clear detail prior to the commencement of the process.
•undertake a review of the CEO’s performance at least annually
•oversee succession management of the CEO
Board
In relation to the Board the Committee will:
•provide the Board with a list of the proposed nominees for the appointment to the Board
•provide the Board with advice on the appropriate mix of skills, experience and other qualities for the Board
•recommend potential director with appropriate mix of skills, knowledge, and expertise with regard to Kyeema’s operations and strategic direction
•ensure that potential nominees are briefed on their abilities and responsibilities and properly inducted to Kyeema
•ensure the effective recruitment of new directors to the Board in alignment with the Rules
•recommend and review succession planning of the Board
•identify needs and recommend professional development of directors
•organise to review the performance of the Board as a whole and individual directors.
Membership
The Committee shall be appointed by the Board and will comprise of the Board Chair and two other directors.
The CEO or delegate will attend meetings but does not have a vote.
Other persons, both internal and external, may be invited to attend Committee meetings at the request of the Chair to provide advice and assistance.
Committee positions are reviewed annually in consultation with the Board, however where possible, committee members will remain on that committee for a term of office three years.
Meetings
The Committee will meet quarterly at dates and times determine by the Chair of the Committee.
Extra meetings may be held as required and as requested by the Board.
Meetings will be held in a manner that allows all attendees to participate and simultaneously communicate with the Committee. This includes in person, via teleconference, videoconference or any other enabling technology.
Secretary
The Board Secretary, will be the secretary of the Committee with the responsibility of:
•Preparing agendas and issuing notices for meetings in conjunction with the Chair of the Committee
•Ensuring all documentation for discussion or comment is attached to the agenda before distributing
•Distributing the agenda at least one week prior to the meeting
•Taking notes of proceedings and preparing the minutes of the meeting for circulation
Meeting Records
The secretary will prepare meeting minutes and distribute them to Committee members within two weeks.
Committee meeting records including minutes, recommendations, and relevant accompanying documents will be made available to directors prior to the subsequent Board meeting.
Meeting records will be kept in line with Kyeema’s document management procedures.
Quorum and decision making
A quorum of two directors must be present for the meeting to proceed.
If the Committee chair cannot attend the meeting a deputy chair must be nominated.
Decisions made by the Committee will be made by voting members. Non-voting members attending the meetings will provide information or advice to support Committee discussion and decisions, but not actually vote towards decisions.
Committee decisions will be by consensus however should this approach fails, a majority vote of voting members will apply. In the event of equal numbers, a casting vote by the Chair will decide the matter.
Reporting
The Committee reports to the Board and minutes of Committee meetings will be included in the Board agenda papers.
Review
These terms of reference will be reviewed as required but not more than every two years.