Governance Committee Charter

1. Purpose

The purpose of the Governance Committee (Committee) is to advise and assist the Workplace Safety and Insurance Board (WSIB) Board of Directors (BOD) in their responsibility for oversight of matters relating to governance, human resources (HR), enterprise risk and compliance oversight and report.

2. Scope

This charter of the Committee describes the authority and responsibilities of the Committee. The charter should be read in conjunction with the Corporate Governance Policy and the Enterprise Governance Framework.

3. Authority of the Committee

The Committee has the authority to oversee the following:

3.1. WSIB’s enterprise governance, including the Enterprise Governance Framework and Corporate Governance Policy.

3.2. Enterprise Risk Management (ERM) Strategy, significant enterprise risks and compliance.

3.3. Enterprise Privacy Program.

3.4. Other:

3.4.1.  The Committee may with the approval of the Chair and a resolution by the BOD, appoint sub-committees as needed.

3.4.2.  The Committee has the authority to engage independent counsel and other advisors as it determines necessary or desirable to carry out its duties and to set and pay the compensation for them.

3.4.3.  In performing it functions, the Committee is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors.

4. Access to the Committee

4.1.  The Chief Financial Officer (CFO), Chief Legal Officer, Vice President, Strategy, and the Executive Vice President of Human Resources will act as the primary resources to the Committee.

4.2. The Committee Chair may reach out through the Chair’s Office and the CEO’s office to access additional executive support and/or information as required.

5. Composition, skills and competencies

5.1. The Committee shall consist of, at a minimum, the chairs of each BOD committee. The Chair of the BOD and the President and CEO are members of the Committee. 

5.2. Members of the Committee shall have knowledge of one or more of the following areas: corporate and pension plan governance, enterprise risk management, corporate compliance, financial management, investment portfolio management, service excellence, change management, human resources, and labour relations.

6. Meetings

6.1. Frequency of meetings

The Committee will meet a minimum of three times per year. The Committee Chair, in consultation with the Chair of the BOD, may schedule additional meetings when circumstances dictate.

6.2. Quorum

The majority of members of the Committee shall constitute a quorum for the transaction of business at a meeting, and a decision of the majority is the decision of the Committee.

6.3. In camera sessions

The Committee Chair and the members of the Committee may meet without any members of the management or any other persons present except as deemed necessary by the Committee Chair.

6.4. Other

Additional information relating to Committee meetings is set out in the Corporate Governance Policy.

7. Role of the Committee Chair and Vice-Chair

The role of the Committee Chair and Vice-Chair is defined in the Corporate Governance Policy.

8. Responsibilities of the Committee

8.1. Corporate governance

The Committee oversees enterprise governance of the WSIB and makes recommendations to the BOD on the following:

8.1.1. Changes to the Memorandum of Understanding with the Minister of Labour, Immigration, Training and Skills Development (Minister).

8.1.2. Changes to the By-Law No.1.

8.1.3. Changes to the Enterprise Governance Framework and the Corporate Governance Policy.

8.1.4. Changes to the structure and charter of the BOD and the BOD committees.

8.1.5. The Annual Statutory Delegation of Powers and Duties document to the BOD.

8.1.6. Changes to the governance structure of the pension plans, WSIB appointments to the Board of Trustees for the jointly sponsored WSIB Employees’ Pension Plan (EPP), and amendments to the Sponsors’ Agreement and Administration and Trust Agreement for the EPP.

8.1.7. Changes to the WSIB Code of Business Ethics (COBE) and associated oversight polices such as Conflict of Interest Policy and Disclosure of Wrongdoing Policy to the BOD.

8.1.8. The regular reports on the WSIB Ethics Framework, to monitor the organization’s ethical culture Director orientation and continuing education program to the BOD.

8.1.9. The annual Effectiveness Evaluation Survey of the Board of Directors, Committees, the Chair, and President and CEO as well as the results thereof to the BOD.

8.1.10. The annual Skills and Competencies Self-Assessment Survey to the BOD, the results of which are shared with the Chair for consideration by the Minister when appointing new members of the BOD and/or a new President and CEO.

8.2. Stewardship

The Committee recommends to the BOD:

8.2.1. Multi-year strategic plans (or updates).

8.2.2. In conjunction with the Audit and Finance Committee, the annual Corporate Business Plan and the annual five-year budget.

8.2.3. Management reporting systems with targets and measures to:

  1. Assess the performance of programs established under Workplace Safety and Insurance Act, 1997 (WSIA).
  2. Achieve annual business and multi-year strategic objectives.
  3. Support oversight of strategic projects.
  4. Assess the Executive Scorecard, including the weighting of executive objectives.

8.2.4. The Committee monitors quarterly management performance against the Executive Scorecard and recommends to the BOD an approval for payment of the annual short-term incentive (STI) performance bonus.

8.3. Human resources

8.3.1. Oversight of Enterprise People Plan
The Committee recommends to the BOD an Enterprise People Plan that aligns and supports the business outcomes of the WSIB’s Strategic Plan.

8.3.2. Oversight of HR function The Committee provides input to the Chief Financial Officer, Chief Legal Officer, Vice President, Strategy, and Executive Vice President Human Resources performance evaluation as primary resources to the Committee. The President and CEO shall update the Committee for its information on the appointment or termination of a Chief and other positions for which the Committee provides input on the performance evaluation.

8.3.3. The Committee recommends to the BOD: The President and CEO’s annual objectives and performance evaluation.  Any material changes to the total rewards program, including non-bargaining unit (NBU) compensation, the pension benefit plans jointly or solely sponsored by WSIB, and other benefits.  Ratification Collective Bargaining Mandate. Ratification of Collective Agreements. Annual NBU Compensation Salary Grade Structure, including ranges for the remuneration of executive officers.  The compensation for designated executives under the Broader Public Sector Executive Compensation Act, 2014.

8.3.4. The Committee oversees HR performance:  Reviews and monitors metrics that demonstrate HR performance against targets.  Reviews and monitors management strategies to mitigate workforce risks and ensure any significant risks are reported to the Committee through the Quarterly Risk Reports.  Reviews succession management plans and development programs, as required, for Executive Committee members.

8.3.5. Health and safety The Committee reviews health, safety and wellness performance for WSIB as an employer. The Committee reviews and monitors management strategies to assess and mitigate risks with respect to Health and Safety through regular reporting of KPIs to the Committee.

8.3.6. Organizational culture The Committee reviews staff engagement survey results for the purpose of providing advice to management on fostering an inclusive corporate culture of respect and civility that aligns with WSIB values.

8.3.7. Pension plan The Committee recommends to the BOD plan design and amendments for the WSIB Employees’ Jointly Sponsored Pension Plan (JSPP) and WSIB Employees’ Supplementary Pension Plan (ESPP).

8.4. Compliance oversight and reporting

8.4.1. The Committee reviews quarterly compliance reports, and makes recommendations to the BOD on the management of significant compliance issues, as appropriate: Significant compliance breaches refer to those with a high risk to the WSIB or that have an enterprise-wide implication and include all WSIB non-financial programs and functions. With regard to breaches of the WSIB Ethics Framework, the report shall include aggregate information to help the Committee (a) assess the ethical culture, (b) identify trends in specific categories of violations, and (c) monitor enterprise risk mitigation plans. The report shall also include the status of significant compliance issues previously reported The report shall also include significant upcoming changes to legislation and government directives. The Committee oversees compliance within the WSIB’s Privacy Program by reviewing information pertaining to privacy breaches reported in the Quarterly Compliance Report, and, when required, making recommendations to management for improvement to the WSIB’s Privacy Program.

8.5. Enterprise Risk Management (ERM)

8.5.1. The Committee recommends to the BOD: Updates to the Corporate Risk Management Policy. Updates to the Annual ERM Strategy, including risk appetite statements and programs.  An Annual Risk Report. The Committee also assesses any risks that are specific to its charter and assesses those risks that have been forwarded to it for consideration by the other BOD committees. The Committee reports and makes recommendations to the BOD on the management of any significant risks specific to its mandate or that of any other BOD Committees.

8.5.2. Committee role in risk management:
The Committee will assess any risks that are specific to its charter and address those risks.

9. Other functions of the Committee

9.1. Review the WSIB’s annual:

9.1.1. Grants Agenda.

9.2.1. Sponsorship Agenda.

10.  Committee charter review

The charter of the Committee is reviewed annually by the Committee.

January 2023