Nominating Committee Terms of Reference

Purpose

1. The purpose of the Nominating and Governance Committee (NGC) is to make recommendations on various nominations and assist and advise on governance matters for the Accounting Standards Oversight Council (AcSOC).

Authority

2. The NGC is a standing committee of, and reports to AcSOC.

Membership

3. The NGC membership comprises four to six members of AcSOC who are appointed from time-to-time by the members of AcSOC. The appointments to the NGC are made by agreement of the AcSOC Chair, Vice-Chair, and the recommended NGC members.
4. The Chair of the NGC is usually the AcSOC Vice-Chair but if the proposed Chair of the NGC is another AcSOC member then that person participates in the recommendation process.
5. The Chair of AcSOC has the right to attend and participate in NGC meetings and receive all materials other than those pertaining to their individual appointment, reappointment, or performance.
6. The Chair of the Accounting Standards Board (AcSB), the Chair of the Public Sector Accounting Board (PSAB), the Senior Vice-President of the Financial Reporting and Assurance Standards (FRAS), the Vice-President, FRAS, the AcSB Director, and the PSAB Director have a right to attend and participate in meetings of the NGC and receive meeting materials.
7. Members’ terms run concurrently with their terms of appointment as members of AcSOC and will cease when their AcSOC terms end.

Responsibilities

Nominations

8. The NGC has the following responsibilities with respect to governance:
1. Identify suitable candidates for membership on AcSOC, the AcSB, and PSAB, and make recommendations to AcSOC on appointments. In the case of the Chairs of the AcSB and PSAB, this procedure may include a formal search and interview process involving an executive recruitment agency, the costs of which are a charge to the budget of AcSOC. 
2. Apply broad decision criteria for proposed candidates related to initial appointments including evaluation of candidate qualifications based on the Council’s current matrix composition and future needs, diversity goals, and other due diligence criteria as required.
3. Make recommendations to AcSOC on renewed appointments. All recommendations for reappointment to AcSOC, the AcSB, and PSAB will consider, among other things, compositional requirements, and past performance.
4. Recommend for appointment by AcSOC, the Chair, and Vice-Chair of AcSOC. Before making its recommendation for the Chair and Vice-Chair of AcSOC, the NGC consults with AcSOC members.
5. Appoint the membership of the Performance Review Committee (PRC) as per the Terms of Reference of the PRC.
6. Select the Chair of the PRC from among the members of the PRC.

Governance

9. The NGC has the following responsibilities with respect to governance:
1. Review and make recommendations to AcSOC at least every three years with respect to the Terms of Reference and any proposed amendments thereto of:
1. the NGC;
2. the AcSB;
3. the PSAB; and
4. AcSOC.
2. Review of AcSB and PSAB Terms of Reference in coordination with the AcSB and PSAB. NGC recommendations shall reflect the outcomes of these reviews.
3. Review the PRC’s Terms of Reference, limited to considering consistency with other Terms of Reference.
4. Review and make recommendations related to AcSOC’s Code of Conduct. This is done at least once every three years and will include consideration of fundamental principles such as respect, integrity, honesty, trust, and responsibility.
5. Develop and make recommendations to AcSOC about evaluating the individual performance of appointees to AcSOC, the AcSB and PSAB, and to ensure these processes are being followed.
6. Develop and make recommendations to AcSOC regarding the annual self-assessment process, including reporting to the public.
7. Determine, in consultation with the AcSOC Chair, whether extenuating circumstances exist and provide a recommendation to AcSOC pursuant to clause 11 of the AcSOC Terms of Reference, where an instance of non-attendance has been identified.
8. Carry out other duties as may be determined by AcSOC.

Operations

10. The NGC holds as many meetings per year as is necessary to carry out its responsibilities.
11. Meetings are held in person or by telephone, video conference or other similar means.
12. A quorum at any meeting of the NGC is a majority of the members of the NGC.
13. Meetings of the NGC are not open to public observation.

Voting

14. Each member of the NGC, including its Chair, has one vote. If deemed necessary, the NGC Chair has an additional vote if required to break a tie.
15. The affirmative vote of a simple majority of all NGC members voting on a particular matter is required for all decisions of the NGC.
16. All votes taken in meetings of the NGC are documented in the minutes. The minutes constitute proper evidence of the decisions of the NGC.

Communications

17. Minutes of each meeting are prepared by the staff, circulated to the NGC Chair for comments, and presented to the Committee at its next meeting for approval.
18. Regular reports are provided to AcSOC usually at every meeting. These reports summarize the NGC’s recent activities and outline areas where AcSOC’s approval is required.

Confidentiality

19. Material circulated to the NGC is prepared strictly for the use of the members of the NGC and, as such, is confidential. Such material includes agenda items and supporting materials. Specific NGC materials will be reproduced or adapted, as required, to support NGC reports to AcSOC.

Resources

20. The Senior Vice-President, FRAS nominates a staff member to provide primary support to the NGC and arranges for other resources required.
21. Travel costs of members traveling to meetings of the NGC, along with other costs specific to attending the meeting, are reimbursed in accordance with travel policies for AcSOC volunteers.
22. The working language of the NGC is English.

(Approved by the Accounting Standards Oversight Council on October 14, 2022)