Appendix 4: Sample format for committee terms of reference

Sample committee terms of reference, Ontario Hospital Association [1]


A general statement of the committee’s purpose or role should be set out. The role should be relevant to the work of the board.

Example: The role of the governance committee might be expressed as: “To advise the board on matters relating to the board’s governance structure and processes, evaluation of the board effectiveness, recruitment, education and evaluation of board members.”


A specific list of activities the committee is to undertake, usually without setting out in detail the process the committee is to follow.

Example: Governance committee responsibilities might include:

    • Review by-laws and recommend revisions as required;
    • Conduct process for succession, interviewing and recommending candidates for election to the board; and
    • Evaluate effectiveness of board governance structures, processes and recommend changes as required. (Review Appendix 5 for further examples for further examples.)

Membership and voting

Set out the number of appointed and ex-officio committee members and whether they are voting or non-voting.Example: Voting members:

    • Chair of the board;
    • At least four directors appointed by the board;
    • CEO as an ex-officio member.

Non-voting member:

    • Vice President of Planning.


Describe who the chair will be. Example:  A member of the committee appointed by the board.

Frequency of meetings and manner of Call

Specify if a minimum number of meetings must be held. Example:  At least quarterly at the call of the committee chair.


If there are non-board members on the committee, the quorum should reference the board members.

Example: 51% of the committee members, provided a majority of those present are board members OR 51% of the members entitled to vote.


Specify if a member of management is to be assigned to the committee as a resource and committee support.


Specify how the committee reports. It will usually be to the board, but a subcommittee may report to a committee.

Example: To the board.

  1. Corbett, Anne and James M. Mackay. Guide to Good Governance, Not-for-Profit and Charitable Organizations, Ontario Hospital Association, April 2009, pp. 153-154.


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