Human Resources Committee Mandate

Human Resources Committee
The Human Resources Committee assists the Board of Directors in
meeting its fiduciary oversight and related obligations in relation to
human resource and compensation policy and related matters.
The Committee is to be comprised of 3 - 5 Directors. Committee
members will be recommended for Board approval by the Governance
Committee and the Board Chair. Members will serve for one-year
terms. The Board may reappoint any or all members of the
Committee for additional one-year terms.
Meeting Schedule and Frequency
The Committee will meet at least annually or as many times as needed
to carry out its duties effectively.
The following define the limits of the freedom of the authority of this
position. In its governance of FaithLife Financial, the Committee may
1. Give management direction to the CEO or the CEO’s staff.
2. Change or contravene the Letters Patent, Bylaws or other related
3. Violate applicable legislation and/or the regulatory requirements.
The Committee fulfills its purpose by:
1. Recommend the Board policy on human resources principles and
compensation philosophy.
2. Monitor overall organizational employment health, performance
and engagement.
3. Recommend the CEO Position Description and CEO employment
and compensation.
4. Recommend the design and monitor implementation of the
annual CEO performance evaluation.
5. Report to the Board of Directors during its in camera session the
results of the annual CEO performance evaluation and
recommend for the Board’s approval the action to be taken
relative to CEO compensation.
6. Recommend the CEO base compensation.
7. Approve CEO personal development plan.
8. Review and recommend senior staff appointments to the Board
of Directors.
9. Monitor senior staff appointments, total compensation,
succession planning and personal development plans.
Committee Leadership
The role of the Committee Chair is to:
Foster a constructive tone so that the Committee works as a
cohesive team.
Assist the Board Chair in developing and fostering a healthy
Board culture.
Ensure that the informational needs of Committee members are
Promote the independent thinking and decision-making of the
Build consensus among Committee members.
Ensure meeting time is used effectively.
Monitor Committee activities to ensure the work undertaken is
consistent with the mandate and does not interfere with
Management’s responsibilities.
Work with the Board Chair to ensure that the Committee fulfills
its mandate and completes its work plan efficiently and
Move Committee discussion towards a constructive and timely
Reporting and Accountability to the Board
Following each Committee meeting, report verbally to the Board at the
next scheduled meeting on the activities, findings and any
recommendations of the Committee.
The Committee will:
Retain external advisors to provide relevant expertise and any
other support as required or deemed appropriate, following the
Board-approved selection process.
Ensure members are provided with the appropriate resources
and education to fulfill the Committee’s responsibilities.
Annually evaluate the Committee’s performance in fulfilling its
mandate and report findings to the Board.