1. Purpose

The Governance and Board Excellence Committee supports the Board of Trustees in fulfilling its governance role by strengthening Board effectiveness, role clarity, ethical leadership, and continuous improvement in governance practices.

2. Mandate

The Committee shall advise the Board on matters related to:

Board governance effectiveness and self-evaluation
Trustee development, orientation, and ongoing learning
Governance policies, including role clarity and the Trustee Code of Conduct
Committee structures, mandates, and effectiveness
The Board’s annual governance work plan
Chief Executive Officer performance appraisal
Trustee succession planning and leadership development
Compliance with legislative requirements and Ministry directives related to governance

3. Key Responsibilities

The Committee is responsible for the following:

3.1 Governance Effectiveness and Evaluation

Lead and oversee the annual Board self-evaluation process
Monitor and recommend improvements to Board governance effectiveness
Ensure governance practices support transparency, accountability, and ethical leadership

3.2 Trustee Development and Capacity Building

Recommend trustee professional development priorities based on emerging governance requirements
Oversee trustee orientation processes
Ensure trustees are informed of legislative and regulatory changes affecting governance

3.3 Governance Policy Oversight

Review and recommend updates to governance-related policies and procedures
Ensure governance policies align with the Education Act and Ministry policies and guidelines
Monitor policies related to Board of Trustees and individual Trustee public communications to ensure compliance with Ministry requirements

3.4 Committee Structure and Effectiveness

Periodically review committee mandates and effectiveness
Recommend changes to committee structures and Terms of Reference to ensure alignment with legislation and governance best practices

3.5 Chief Executive Officer Oversight

Oversee the Chief Executive Officer performance appraisal process in accordance with Board policy and Ontario regulation
Ensure governance practices reflect the legislated role of the Chief Executive Officer of the Board and as a non-voting member of the Board and its committees

3.6 Governance Risk and Compliance Monitoring

Monitor emerging governance practices and legislative changes affecting Board governance
Identify and escalate governance risks that may lead to non-compliance or potential Ministry intervention
Monitor compliance with any Ministerial directives, policies, or regulations impacting Board governance

3.7 Board Decision-Making and Accountability

Monitor governance processes related to Board decision-making, including any requirements for confirmation or validation of Board resolutions as prescribed by regulation
Ensure governance structures support compliance with provincial accountability requirements

4. Authority

The Committee acts in an advisory capacity only and makes recommendations to the full Board. It shall not exercise decision‑making authority unless expressly delegated by Board resolution.

5. Composition

Three (3) Trustees, including the Board Chair. The Chief Executive Officer shall serve as a resource. Additional staff or external advisors may attend as required. A majority of appointed Trustee members will constitute quorum.

6. Meeting Frequency

The Committee shall meet throughout the year, aligned with the Board’s governance, compliance, and reporting cycles. Additional meetings may be scheduled as required.

7. Reporting

The Committee shall report to the Board through formal reports, including recommendations requiring Board consideration. Reports shall include updates on:

Governance effectiveness and improvement initiatives
Trustee development activities
Compliance with legislative and Ministry governance requirements
Emerging governance risks and issues

8. Review

These Terms of Reference shall be reviewed periodically and updated as required to ensure continued alignment with legislation, Ministry directives, and best practices in governance.

9. Effective Date

These Terms of Reference are effective upon approval by the Board of Trustees and supersede prior versions.

Rainy River District School Board

Governance and Board Excellence Committee