Sample committee terms of reference, Ontario Hospital Association 
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.
- 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.
- Corbett, Anne and James M. Mackay. Guide to Good Governance, Not-for-Profit and Charitable Organizations, Ontario Hospital Association, April 2009, pp. 153-154. ↵