Governance Overview

Last modified: June 17, 2021
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Governance Overview 4

Mission

Our mission is to build tools, capacities, solutions, and communities to tackle complex environmental, social, and governance (ESG) issues.

Status

We are organized and operated for non-profit purposes under Canadian law.

We understand that, as a non-profit organization, we must operate for public benefit and not for that of our directors, management, substantial donors, or other related or private persons or interests.

We understand that our assets are and must be irrevocably dedicated to GCRI’s purposes, that we are limited in our legislative activities, and that we cannot participate in campaign activities on behalf of any political candidate.

A number of the policies and practices set out in this Governance Overview reflect these central principles.

Board

Responsibilities

Under Canadian law, GCRI’s activities and affairs are conducted and all corporate powers are exercised by or under the direction of our Board. The Board’s responsibilities include:

  • determining our mission
  • overseeing strategy development
  • monitoring program performance, outcomes, and impact
  • reviewing budgets and financial performance
  • selecting, evaluating, and determining compensation of the Executive Director and other officers
  • selecting and integrating new Board members
  • setting fundraising strategy
  • reviewing branding and outreach strategies
  • providing financial, investment, risk management, legal, and tax oversight
  • reviewing governance structure, policies, and practices

Expectations

We expect each individual director to fulfill these responsibilities by:

  • learning about our strategy, programs, planning processes, key metrics, and financial statements
  • preparing for Board and committee meetings
  • attending at least [80]% of Board and committee meetings and other Board activities
  • Serving on at least one Board committee
  • contributing to the Board’s functioning, including assuming leadership positions and suggesting agenda items
  • supporting fundraising activities, including making personal contributions
  • complying with GCRI’s conflict of interest and other policies

Duties

Directors have two basic state-law duties to a corporation: a duty of care and a duty of loyalty.

  • The duty of care requires that each director be informed about organizational activities and participate in decisions. It also requires that the director do so in good faith, in a manner that the director believes to be in the best interest of the organization, and with such care, including reasonable inquiry, of an ordinarily prudent person in similar circumstances.
  • The duty of loyalty requires that directors act in the interest of the organization and not in their own interest or in the interest of another entity.

In carrying out their duties, directors are generally entitled to rely upon information, including financial data, provided by officers and employees, counsel, independent accountants and other experts, and Board committees, so long as they believe in good faith that such reliance is warranted.

Management

The Board selects, oversees, and monitors the performance of our Executive Director. The bylaws provide that the Executive Director is the general manager of the corporation and is responsible for our day-to-day management.

Fundraising

We expect individual directors to participate in our fundraising activities. This includes volunteering at events, making introductions, seeking contributions, and/or making personal financial contributions that are meaningful to the directors.

Outreach

We encourage directors to be advocates for the organization but not to engage in legislative activities, communicate with the media or make other public communications about GCRI except as coordinated with management.

Indemnification

Canada law includes various protections for directors of nonprofit corporations who act in accordance with their fiduciary duties of care and loyalty. In addition, the law permits nonprofits to indemnify directors with respect to claims against them by reason of their status as directors, and to procure director and officer liability insurance. Our bylaws contain indemnification provisions reflecting these statutory powers and limitations.

Board composition

Number of directors

Our bylaws provide that the number of authorized directors on our Board will be not less than five or more than 20. The Board fixes the exact number of authorized directors within this range.

Independence

As provided by the law and as stated in our bylaws, no more than 50% of the directors of GCRI may be individuals who have been compensated, or who have family members who have been compensated, by GCRI for services rendered to it within the previous twelve months.

Goals

Our possess the highest personal and professional integrity, standards, and values, who have a passion for the work of GCRI, and who are committed to making decisions in the best long- term interests of GCRI. We want our Board to reflect diversity in experience, gender, race, and age. We look for diversity, competence, and practical judgment as well as programmatic, financial, and other technical expertise.

Process

Our Governance Committee is responsible for identifying and recruiting candidates for election to the Board. In doing so, the Committee may: consider expertise, diversity and other composition goals; contact, vet, and recruit potential nominees; and recommend nominees to the full Board. The full Board considers the nominees and votes to elect the new directors.

Orientation + Evaluation

Orientation and education

We conduct an orientation for newly-elected directors to help them start contributing as soon as possible. The orientation sessions may include:

  • an overview of GCRI’s history, organizational structure, and strategic plan
  • meeting with the Executive Director, Board Chair, and other Board members
  • an overview of GCRI’s programs
  • an overview of key policies and metrics
  • an introduction to GCRI’s financial statements and fundraising strategy
  • pairing each new director with a current Board member to provide support and advice

We also provide new directors with written materials about our mission, operations, and governance arrangements and carry out ongoing education activities with our directors. 

Periodic self-evaluation

The Board conducts periodic self-evaluations. These are intended to facilitate examination and discussion by the Board of its effectiveness as a group. Our Governance Committee oversees our self-evaluation process.

Board terms

Term

Our bylaws provide that directors serve three year terms and may not serve more three consecutive terms, unless otherwise determined by the Board. A former director, having reached the term limit, maybe reelected after having been off the Board for one year. At the end of each three years term, the Board Chair will meet with each director to discuss continued membership on the Board.

Removal

Under our bylaws, directors may be removed with or without cause by a vote of a majority of the directors then in office. Directors should understand that continued failure to attend Board or committee meetings may give rise to removal.

Resignation

Directors who believe they are unable to carry out their responsibilities as directors are expected to discuss the situation with the Board Chair. Directors who wish to resign should provide notice in accordance with the bylaws.

Committees

Structure

Our Board establishes and relies on committees to help it effectively and efficiently meet its responsibilities. 

Under state law, the Board may create two types of committees:

  • Board committees are composed entirely of elected directors. They may exercise the full authority of the Board, subject to statutory limitations and the Board’s decisions about their respective responsibilities.
  • Advisory committees may be composed of directors and non-directors, including staff members, former directors, policy advocates, volunteers, and community members. They make recommendations to the Board and help carry out GCRI programs and initiatives. Under state law, they cannot exercise the authority of the Board.

The Board formally creates all ad-hoc committees, advisory councils, and working groups.

Charters and composition

We establish and maintain our Board and advisory committees as follows:

  • The Board approves charters for each committee, setting out its responsibilities, limitations, and administrative features.
  • Our Governance Committee makes recommendations to the Board about committee members and chairs.
  • The Board appoints members and a chair for each committee.
  • All officers and committee chairs serve on Executive Committee.

The Board has sole discretion to change ad-hoc committees and advisory councils structure, responsibilities, and composition in its sole discretion, in line with its authority and oversight role, and subject to applicable law.

Current Board and advisory committees

We currently have four Board committees:Executive, Finance, Governance, and Audit; and one advisory committee (Fund Development).

Ad-hoc committees and working groups

The Board and its committees may form ad hoc committees, task forces, or working groups from time to time.
We currently have the following ad-hoc committees:

  • Advisory Committee
  • Research Committee
  • Leadership Committee
  • Partnership Committee
  • Development Committee
  • Ecopreneurship Committee
  • Knowledge Mobilization Committee
  • Digital Transformation Committee
  • Green Financing Committee

We currently have the following working groups:

  • Canada
  • Japan
  • United States
  • Australia
  • United Kingdom

Advisory Council

Our Advisory Council is composed of national and state leaders from industry, academia, policy and philanthropic worlds. Advisory Council members participate in our events, serve as ambassadors for GCRI, assist with fundraising, and provide an important source of advice and public support. Advisory Council members are not officers or directors and do not have the authority or fiduciary responsibilities of Board members.

We currently have the following Advisory Councils:

  • Scientific Council
  • Development Council
  • Policy Council
  • Cultures Council
  • Civic Council

Meetings

Schedule

Our Board generally holds regular meetings four times per year, including an annual retreat. Our Board may hold special monthly meetings as provided in the bylaws.

Agendas

Our Board Chair and the Executive Director collaborate to develop and prioritize agenda items for Board meetings, with the understanding that certain items necessary for Board oversight will be brought to the Board periodically for review, discussion, and decision-making. Any director may request that an item be included on a meeting agenda.

Advanced materials

We provide our directors with regular financial and performance updates and with agendas, prior meeting minutes, and background materials that are important to the Board’s understanding of the items to be discussed at Board and committee meetings. We try to provide those materials sufficiently in advance of the meetings to allow time for review and for efficient use of directors’ time.

We generally transmit materials electronically through our online Board portal with directors’ consent.

Meeting activities

Meetings generally involve management presentations, committee reports, and Board discussions. For efficiency, the Board uses a consent agenda to approve more routine matters. The Board typically meets by video or tele conference. We expect Board members to actively participate in discussions, strive for consensus, and respect Board and management roles.

Executive sessions

Our Board and each committee may meet at their discretion in executive session without any members of management present, subject to the requirements of applicable public meeting laws.

Other attendees

Our Executive Director attends all Board and committee meetings, except as may be directed by the Board, and staff who support our Board and committees regularly attend their meetings. The Board and each committee may request that any officer or employee, outside consultant, counsel, or other advisor, attend and participate in its meetings, subject as appropriate to customary confidentiality undertakings.

Public meetings

In line with our commitment to transparency, our Board holds public Board meetings, at which members of the public may observe. The Board retains the right to move meetings into closed sessions to discuss litigation, personnel, or other sensitive matters.

Action by written consent

The bylaws provide that our Board may take action without a meeting by unanimous written consent. These consents may be obtained via e-mail, scanned PDF, fax, or transmittal of hard copy.

Action by e-mail

In circumstances in which it may be difficult to arrange a Board meeting or obtain the unanimous written consent of directors, and as deemed appropriate by both the Board Chair and Executive Director, the Board may approve corporate action through e- mail communications so long as:

  • each Board member is provided with relevant data and an opportunity to respond;
  • Board members are given at least three days to respond;
  • the proposal receives explicit, affirmative approval through a specific response from a majority of the directors then in office; and
  • the action is expressly ratified at a later Board meeting.

Our Executive Committee may also act with full authority of the Board between Board meetings subject to statutory limitations and to any Board- imposed limitations on committee action.

Information

Access

Under state law, directors have the right to inspect GCRI’s books, records, documents, and physical properties. A director may conduct such inspection directly or through agents and may make copies of GCRI records in accordance with applicable federal and state law, including, without limitation, laws related to privacy and confidentiality.

We provide directors and relevant staff with ongoing access to information through our online Board portal. Available materials include governance documents, calendars, staff contact such as the chief officer, but such positions lists, agendas for upcoming Board meetings, minutes from past Board meetings, financial reports, and general reference materials.

Confidentiality 

We expect directors, non-directors, and advisory members to maintain the confidentiality of the Board’s non-public deliberations, and of the information GCRI provides to them in writing and at meetings.

Outside advisors

The Board and each Board committee have the authority to engage independent legal, financial or other advisors as they see fit. Management will cooperate with any such engagement. We expect directors to disclose any relationships with outside advisors that may affect, or could be perceived to affect, the advisors’ ability to provide independent and impartial advice to the Board or any committee.

Officers

Officer positions

The bylaws set out our officer positions. The Board appoints the officers. Under the law, officer positions may be held by directors, employees, or others; there is no requirement that officers must also be directors. Our bylaws provide that our Board Chair must be a director and that our Executive Director serves as our general manager and chief executive officer.

  • The Chair presides over all Board and Executive Committee meetings, if present.
  • The Vice-Chair presides over all Board meetings, in the absence of the Chair.
  • The Secretary supervises GCRI’s corporate records, including Board and committee minutes.
  • The Treasurer supervises GCRI’s finances and financial reporting. The Treasurer serves as Chair of the Finance Committee.
  • The Executive Director is responsible for the day-to-day management of GCRI’s activities and affairs.

We may also use the term “officer” for other roles, such as the chief officer, but such positions are not officers for statutory purposes.

Officer terms

The Chair, Vice-Chair, Secretary, and Treasurer each serve for terms of years.

Certain transactions

Transactions with leadership

We will not engage in transactions with directors, officers, and key employees except as contemplated in our Conflict of Interest Policy and as permitted by applicable federal and state law.

Loans to directors

Except as permitted by Canada law, we will not make any loan or other advance of money or property to or guarantee the obligation of, any director or officer.

Director compensation

We do not compensate our directors for services as members of the Board or any Board or advisory committee.

Expense reimbursement

We may reimburse directors for reasonable expenses incurred during their activities as directors in accordance with internal service policy. As permitted by the law, we may also advance money to a director for expenses reasonably anticipated to be incurred in the performance of the director’s duties, so long as the individual would be entitled to be reimbursed for such expenses absent that advance.

Funding

Fundraising

We are committed to carrying out responsible fundraising activities, including ensuring that solicitation materials are accurate, that contributions and grants are used in accordance with donor intent, that we provide donors with appropriate acknowledgments, disclosures about our organization and use of funds, and other documentation, that we respect our donors’ privacy, and that we comply with laws relating to fundraising practices.

Gift acceptance

We will not accept any gift that may violate our policies, risk our status, be difficult to administer, or create undue expense or liability. We will also not accept a gift given for a purpose inconsistent with our mission or values, or that could damage our reputation.

We accept unrestricted gifts of cash and public company securities without review by our Board, it being understood that, for significant gifts 50,000 $ or more, management has first reviewed the identity of the donor for reputational, policy, and related concerns.

We expect our management to review proposed restricted gifts of cash, public company securities or other assets and to consult with the Board as appropriate before accepting such gifts.

We expect our management to review proposed contributions of other assets, such as tangible personal property, real estate, private company securities, and trust interests, and to consult with the Board as appropriate before accepting such gifts.

The Board may adopt more detailed policies and consult with counsel as it finds appropriate.

Compliance

Legal

We are committed to compliance with applicable federal, state and local laws, including laws relating to non-proit organizations and recipients of public contributions. We are committed to carrying out our contractual obligations.

Compliance program

We maintain a compliance program intended to help us ensure that we comply with applicable laws, including detecting potential harassment, corruption and criminal conduct by employees. The Audit Committee oversees our compliance program, including addressing allegations as appropriate under our Whistleblower Policy and receiving reports from management.

Whistleblower policy

We maintain a Whistleblower Policy intended to facilitate open and honest communications by employees, directors, officers, and volunteers concerning our finances, governance and other practices, and compliance with law, GCRI policy, and ethical principles. Our Audit Committee addresses issues arising under the policy.

Conflict of interest

We maintain a Conflict of Interest Policy intended to facilitate compliance with federal and state laws relating to our interactions with directors, officers, employees and other persons. The policy addresses, among other things, “self-dealing” transactions under the law. It reflects IRS and CRA principles regarding private inurement and excess benefit transactions, and our directors’ duty of loyalty under state law.

The policy sets out procedures for addressing situations that involve, or may appear to involve, conflicts of interest. It also addresses loans to directors and officers, personal use of the GCRI name and assets, receipt of gifts, transactions with organizations that have common directors, and corporate opportunities.

We require disclosure about these matters by our directors, officers and key employees, including completion of annual disclosure questionnaires signed by those individuals.

Records retention

We maintain a Records Retention Policy designed to help us manage our records efficiently, report our performance accurately, comply with applicable laws relating to preservation and confidentiality of such records, and take appropriate actions, including litigation holds, in situations involving legal proceedings.

Compensation review policy

We maintain a Compensation Review Policy intended to facilitate compliance with Canadian provincial and federal law and best practices relating to compensation of senior management. The policy sets out how our Board reviews and approves senior management compensation, including the use of external benchmarking information.

Financial reporting

Financial reporting

We are committed to recording transactions and reporting our financial position and results of operations accurately and in accordance with generally accepted accounting principles and applicable legal requirements.

Internal controls

We are committed to maintaining a system of internal controls designed to provide reasonable assurances that we efficiently carry out our operations, safeguard our assets, produce reliable financial statements, and comply with applicable legal and contractual requirements.

Audit committee

The charter for our Audit Committee reflects the requirements of the Canada Nonprofit Act, including its requirements relating to appointment, performance review, and termination of the independent accounting firm, review of financial statements and audit, and approval of the performance of non-audit services by the accounting firm.

Annual audit

We engage an independent accounting firm to conduct an annual examination of our financial statements. The auditors examine our financial statements and internal controls, report on their examination, and make recommendations for changes in the financial statements, reporting practices, and controls. The auditor provides its report directly to our Audit Committee and Board.

Financial statements

We make our annual financial statements and audit report available to the public on request as contemplated by the Canada Nonprofit Integrity Act, as well as on our website. We also make financial information available through our filings.

Within 120 days after the close of each fiscal year, we provide each director with an annual report containing certain information as contemplated by Canada law. The report includes financial information for the fiscal year, as reflected in our balance sheet and income statement, and information about any transactions with officers or directors exceeding $50,000 and any indemnification payments exceeding $10,000.

Director independence

We are required to report the number of independent directors on our files with taxing and revenue authorities, which may have a similar, but separate, definition of “independent” compared with Canada law. Each year, we ask directors for relevant information in order to enable us to meet this reporting requirement.

Form preparation, review, and access

Our finance team leads our forms preparation and review process. Steps generally include interactions between staff and the independent accounting firm that prepares our return, and review and discussion of a draft of the filing among our Executive Director, CFO, and Audit Committee. The full Board receives a copy of the relevant forms to review prior to filing.Our forms will be available on our website.

Governance documents

We make our governance documents, including our articles of incorporation, bylaws, committee charters, and governance policies, available to the public upon request.

Relationship to other documents

This document states guiding principles for our governance arrangements and practices and summarizes statutory provisions and provisions of our bylaws, Board committee charters, and specific policies regarding a number of topics. Nothing here limits, qualifies, or otherwise affects those materials; if there is any conflict between this Governance Overview and those documents, the documents will control. Similarly, summaries of legal obligations are not intended to limit, qualify, or otherwise modify those duties under applicable law.

Review

The Board will periodically review this Governance Overview, and may amend it at any time.

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