GP 18: Leadership Review and Governance Committee (LRGC) Charter
| Policy Number: |
GP 18 |
Approve Date: |
September 2025 |
| Review Frequency: |
Triennial |
*May be reviewed earlier as required |
1. Source of Authority
The Leadership Review and Governance Committee (LRGC) is established under Bylaw 3.
2. Establishment (Council Delegation)
The committee is delegated authority from Council via Bylaw 3.
3. Composition
3.1. The committee shall comprise six (6) members.
3.2. The committee shall strive for an equal membership of registrant members and public members.
3.3. Any committee member may serve as committee Chair or Chair Pro Tempore.
3.4. The Chair and Chair Pro Tempore shall be selected by Council on recommendation from the Nominating Committee in accordance with the governance committee Chair and Chair Pro Tempore selection processes approved by Council.
4. Eligibility
4.1. Members must be a current member of Council.
4.2. Members shall meet the competence requirements defined in the Council and Committees Selection Policy approved by Council.
4.3. Council is responsible for removal of members.
5. Term
5.1. The term of office for committee members is three (3) years or until the end of the Council member’s term, whichever is shorter.
5.2. The term of the Chair is two (2) years or until the end of the Council member’s term, whichever is shorter.
5.3. All committee members may serve one (1) additional term.
5.4. The Chair may serve one (1) additional term or until the Chair’s term of appointment as a member of Council expires, whichever is shorter.
5.5. The Chair Pro Tempore will be aligned with the term of appointment approved by Council or until the end of the Council member’s term, whichever is shorter.
6. Quorum
A quorum is a majority of members.
7. Meetings
7.1. The committee meets, not less than four times per year, and at such other times as may be called by the Chair.
7.2. The committee establishes in consultation with management a schedule of meetings each year in order to discharge its responsibilities.
7.3. An agenda for each meeting is set by the Chair in consultation with management and circulated, together with materials relating to the subject matter of each meeting to committee members in advance of each meeting.
7.4. At the discretion of the Chair in consultation with management, the committee meets in person, by video conference, and/or by teleconference.
7.5. Minutes are prepared and circulated in draft form to all committee members to ensure an accurate final record and the minutes are approved at the next scheduled meeting of the committee.
7.6. All decisions shall be by a majority vote.
8. Duties and Powers
8.1. The committee oversees:
8.1.1. The recruitment of the CEO & Registrar;
8.1.2. The performance of the CEO & Registrar as established in the CEO & Registrar’s Performance Management Framework approved by Council;
8.1.3. The evaluation of Council, Council Chair, Vice Chair, governance committees and governance committee chairs, regulatory committees and regulatory committee chairs as established in the Council and Committees Performance Review Framework approved by Council.
8.1.4. The development and recommendation to Council of new, amended or repealed Bylaws and governance policies;
8.1.5. The Council’s governance practices and procedures.
8.1.6. The procurement and ongoing monitoring of the performance and accountability of the College’s contracted governance consulting services, if any.
8.2. The committee has the authority to:
8.2.1. Conduct annual reviews of the CEO & Registrar’s performance.
8.2.2. Engage an external resource to assist with conducting the CEO & Registrar’s performance review.
8.2.3. Make recommendations to Council with respect to salary and, if applicable, recommendations to Council with respect to the CEO & Registrar’s employment contract, including seeking the advice of the College’s legal counsel as necessary.
8.2.4. Conduct an annual evaluation of the Council Chair, Vice Chair and Council and engage an external resource to assist with the evaluation.
8.2.5. Spend funds up to the amount allocated to it by Council.
8.3. The committee is responsible for CEO & Registrar Performance including:
8.3.1. Ensuring the CEO & Registrar is aware of and agrees with the process and timelines for completing the performance review at the beginning of each evaluation cycle.
8.3.2. Reviewing and revising the performance review processes on an ongoing basis.
8.3.3. Advising Council on the need to engage external resources to assist in the timely and effective discharge of the committee’s responsibilities and serving as the point of contact with such external resources for the duration of their engagement.
8.3.4. Ensuring that the CEO & Registrar’s contribution agreement is reviewed at the meeting of the committee that precedes Council’s approval of the College’s annual plan and budgets for the upcoming fiscal year to ensure that essential dates and timelines outlined in the contribution agreement are identified and that actionable items are addressed in a timely manner.
8.3.5. Acting as a resource to any search and selection committee created to recruit a CEO & Registrar, should a vacancy arise, and
8.3.6. Advising Council, in conjunction with Council’s budget preparation process, of anticipated expenses related to leadership recruitment or review.
8.4. The committee is responsible for Council Evaluation and Development including:
8.4.1. Implementing and monitoring an annual evaluation process for Council as a whole and for individual members.
8.4.2. Facilitating an annual review of the Chair's and Vice Chair's performance against agreed goals and objectives.
8.4.3. Recommending to Council areas for collective Council and individual Councillor development and related resources for training and growth.
8.5. The committee is responsible for Committee Evaluation including:
8.5.1. Implementing and monitoring an annual evaluation process for the governance and regulatory committees as a whole and for individual members.
8.5.2. Facilitating an annual review of each committee Chair’s performance against agreed goals and objectives.
8.6. The committee is responsible for Governance Practices and Procedures including:
8.6.1. Co-ordinating and overseeing board-level policy and procedure development, including the maintenance of the Council Governance Manual, the effectiveness of, and compliance with, board-level policies not otherwise assigned to another Council committee.
8.6.2. Reviewing at least every three (3) years the Charters of Council and governance and regulatory committees and recommending to Council any amendments deemed necessary or advisable.
8.6.3. Monitoring the functioning of Council and the committees and recommending governance issues to be discussed by Council and the committees, to gain reasonable assurance of timely and complete information and decision-making at the Council and committee levels.
8.6.4. Monitoring and reporting annually to Council concerning compliance with the Code of Conduct.
8.7. The committee is responsible for the performance and accountability of contracted governance consulting vendors including:
8.7.1. Setting scope of work and budget expectations for services provided.
8.7.2. Approving workplans to align with expectations.
8.7.3. Monitoring compliance with workplans.
8.7.4. Reporting quarterly to Council concerning compliance with workplans.
9. Reporting
The committee is accountable to Council and the committee chair will provide a formal report on the committee’s activities at each quarterly Council meeting.