2.2 Chair Terms of Reference

1.

INTRODUCTION

1.1

The Board Chair is appointed by the Board. See related document Splitting the Roles of Chairman and CEO.

1.2

The Board Chair's primary roles are to:

i)

act as the presiding director at Board meetings; and

ii)

manage the affairs of the Board of Directors including:

a)

ensuring the Board is organized properly functions effectively and meets its obligations and responsibilities; and

b)

that the appropriate committees are set up and that they are functioning and reporting to the Board; and

c)

that the Board is able to function independently of management.

iii)

act as the conduit between management and the remaining members of the Board,

iv)

ensure that management is reporting properly to the Board, and

v)

ensure that the other outside Directors are contributing.

1.3

The Board Chair is an ex-officio member of committees where he/she is not appointed as a full member.

1.4

The Board Chair works closely with the Corporate Secretary and CEO, as required. Please see related documents Organizing a Board Meeting and Relationship between Chairman and CEO.

2.

DUTIES AND RESPONSIBILITIES

2.1

Working with Management

The Board Chair has the responsibility to:

i)

act as a sounding board, counselor and confidant for the CEO, including helping to review plans, define issues, maintain accountability, build relationships, and otherwise support the CEO. Please see related document Relationship between Chairman and CEO;

ii)

represent the best interests of the Company in formal and casual interactions;

iii)

ensure the CEO is aware of concerns of the shareholders;

iv)

lead the Board in monitoring and evaluating the performance of the CEO. Please see related document CEO Review Process;

v)

work closely with the CEO to ensure management plans and performance are appropriately represented to the Board. See related document Board Terms of Reference;and

vi)

ensure compliance with the governance policies of the Board.

2.2

Managing the Board

The Board Chair has the responsibility to:

i)

chair Board meetings, ensuring that order is maintained and judiciously balancing the need for fairness and full information in addressing issues and the need to respect the time of Directors and management;

ii)

with the CEO, ensure that the appropriate issues are addressed at and between Board meetings;

iii)

chair regular meetings of independent Directors without management present. Please see related document Meetings of Independent Directors;

iv)

establish the frequency of Board meetings and review such frequency from time to time, as considered appropriate or as requested by the Board. Please see related document Frequency of Board Meetings;

v)

recommend the committee members and committee Chair appointments to the Board for approval. Please see related document Board composition;

vi)

ensure the co-ordination of the agenda, information packages and related events for Board meetings in conjunction with the CEO and the Corporate Secretary. Please see related document Organizing a Board Meeting;

vii)

ensure with the CEO that major Company initiatives have proper and timely Board understanding, consideration, oversight and approval;

viii)

ensure the Board receives adequate and regular updates from the CEO on all issues important to the business of the Company. Please see related document Director Terms of Reference;

ix)

build consensus and develop teamwork within the Board;

x)

review director conflict of interest issues as they arise;

xi)

in collaboration with the CEO, ensure information requested by directors or committees of the Board is provided and meets their needs;

xii)

review and assess director attendance and performance and the size and composition of the Board and make recommendations to the entities responsible for appointing directors as required. Please see related document Board Review; and

xiii)

act as the primary spokesperson for the Board.

3.

Devotion of Time

The Board Chair is expected to devote 15 – 25% of this working time to Board activities. Please see related document Time Commitment.

 

4.

What Makes a Good  Board Chair?

First, a good Board Chair must be pro-active.  An inexperienced management team may overlook important  issues, or not appreciate that certain issues require Board review and approval.  The Chair must engage continuously with the CEO to obtain an appreciation of upcoming events which will help the Chair anticipate looming issues for the Board to address.  The Chair must be work with the CEO and Secretary (if there is one) to ensure that the important items are on Board agenda.  The Chair and the CEO must communicate with the other Directors between Board meetings to advise them of events, and seek their advice.  A pro-active Chair helps the CEO to avoid surprises at the Board.

The Chair must also ensure alignment of the directors and  management.  Communication between meetings is essential to keep all directors in the loop.  This minimizes the amount of precious time at the Board spent in bringing Directors up to speed and keeping them to the Agenda.  As noted in Section 4, a Board package circulated in advance helps to bring the Directors up to speed and identifies any disagreements which may be mollified prior to the meeting.

In managing the Board`s review of rapidly-changing events within the company, the Chair must be an excellent communicator.  Directors should be chosen for the expertise they bring to the discussion, and so it is important that the Chair ensure that they get their share of the airtime.  Too often, the loudest and most assertive voices and inhibit or drown out important input.

The Chair also must be decisive to ensure that issues are brought to a head and resolved within the constraints of the Board meeting.  An iron hand inside a velvet glove may be required to bring all the opinions to the table, reach consensus and complete the agenda on time.

Finally, as noted in sections 3.6 – 3.8, the Chair must lead in advising the CEO and instigate the formal review process.  It is a complext task to be both a mentor and a judge.