The Governance Committee ensures that CIM operates with transparency, accountability, and the highest standards of organizational leadership. Reporting directly to CIM Council, the committee oversees board effectiveness, regulatory compliance, ethical conduct, and leadership succession across the Institute.

Purpose

The primary mission of the Governance Committee is to:

• Promote best practices: Maintain and modernize CIM’s governance framework, ensuring policies align with the Canada Not-for-Profit Corporations Act and evolving non-profit standards.
• Guide leadership & succession: Oversee the recruitment, nomination, orientation, and succession planning for Council members, committee leaders, and the Chief Executive Officer (CIM).
• Uphold ethics & accountability: Monitor adherence to the Code of Business Conduct & Ethics, manage conflict-of-interest disclosures, and ensure fair dispute and complaint-resolution procedures.

Key Responsibilities

The committee's work is organized across three primary pillars:

1. Governance and compliance
• Policy and bylaw stewardship: Conducts annual reviews of CIM bylaws and corporate governance policies, recommending updates to reflect operational reality and statutory requirements.
• Ethics and conflicts of interest: Oversees compliance with the Code of Business Conduct & Ethics, reviews annual disclosure questionnaires, manages potential conflicts of interest, and addresses leadership disputes.
• Council effectiveness: Manages orientation and ongoing education programs for Council members, monitors attendance, and leads an annual evaluation of Council performance.
• Membership dues oversight: Prepares and recommends annual membership dues policies for voting and non-voting members for Council approval.
2. Nominations and succession planning
• Council and leadership elections: Identifies candidate slates and prepares nominations for key positions, including the Incoming President-Elect, Audit & Risk Committee Chair, District Vice-Presidents, and Directors at large.
• CEO succession: Establishes criteria and frameworks for CEO succession planning, including contingency plans for unexpected leadership transitions.
• Societies and branches: Coordinates rotation schedules and ensures structured nomination processes for Society Executives and Branch Officers across the organization.
• Committee staffing: Recommends qualified Council members to chair and serve on various Council committees.
3. General committee operations
• Evaluates its own performance and reviews its charter annually to maintain continuous improvement and alignment with Council priorities.

Committee composition and operations

The Governance Committee consists of a balanced mix of executive leadership, Council representatives, and external perspective. It requires a minimum of four voting members:

• Chair: CIM Immediate Past President
• CIM President
• Two Council members (one of whom must be a Director at large)
• Up to one external member

Non-voting (ex-officio) support:

• Chief Executive Officer (CIM)
• Chief Financial Officer (CIM)
• Committee Secretary (staff governance support)

Last updated in accordance with the Terms of Reference approved by Council on April 25, 2025.