Terms of Reference: Governance Committee


Every child is valued and reaches their full potential.

RisingOaks Early Learning Ontario provides nurturing, play-based early learning to support each child in realizing their potential while giving families peace of mind.

To provide support and recommendations to the Board in the areas of By-Laws, Governance Policy, Strategic Planning, Board & Committee Assessment, Process Improvement, Risk Management and Policy/Legislation Compliance.

Accountability to the Board of Directors


Planning and Reporting

  1. Develop an annual committee work plan for the committee for the following fiscal year and forward to the Board for approval in conjunction with the annual budget.
  2. Chairperson, in consultation with staff members of the committee, to prepare the agenda on the approved template and send with supporting documents to the committee a minimum of 1 week prior to each committee meeting.
  3. Appoint a committee member to record the minutes of all committee meetings and to forward the minutes to the Chair and CEO within 1 week of the meeting. Meeting minutes will be forwarded to the Board as your report.

Direct - Organizational Performance

  1. In the fourth year of each five-year cycle, engage the Board in a strategic planning process.

Protect - in the Interest of Members

  1. Develop, recommend, maintain and strengthen governance policies and practices that will achieve RisingOaks’ mission.
  2. Develop and recommend specific governance policies for approval by the Board to address:
    1. Organizational programs, impacts, benefits, or outcomes, as applicable.
    2. Executive Limitations: Executive Limitations establish the prudent and ethical boundaries and the acceptable arena of executive activity, decisions and organizational circumstances,
    3. Governance Process: Specification of how the Board conceives, carries out, and monitors its own task,
    4. Board-Executive Relationship: How power is delegated and its proper use monitored.
  3. Implement the Policy Compliance Audit process, with support from qualified individuals.
  4. Monitor, on a biennial basis (i.e., every two years), review and recommend changes to the By-Laws. Provide interpretation of By-Laws and recommend required revisions for clarity and relevance.
  5. Ensure risk management policy and procedures are in place and provide an annual status report to the Board.

Respect - Members’ Expectations

  1. Make recommendations and prepare Board position statements on key issues, as required, for approval by the Board.

Connect - for Healthy Board Relations

  1. Review and make recommendations on additional governance issues as referred by the Board of Directors.
  2. Monitor Board performance at each meeting, comparing Board activity to the Board policies and behaviours in accordance with approved norms of behaviours, Codes of Conduct and attainment of goals.


  • The Chairperson and any member of the Board will serve no longer than his or her term on the Board.
  • Non-Board members of the Governance Committee will serve for a term of two years (i.e., April to March) and may be reappointed as may happen from time to time.

Committee Membership:

  • One Director of the Board will be appointed Chairperson
  • Vice Chair of the Board
  • Two (2) to Four (4) committee members will be selected for their individual and collective expertise in Governance, Strategic Planning, Policy Development, Law, Financial Management, Human Resources and Risk Management.
  • CEO (voice and vote)

APPROVAL: Reviewed & Approved by the Board of Directors on December 30, 2020