Appointments Committee Mandate

Introduction and Purpose

The Appointments Committee (the “Committee”) is a standing committee appointed by and responsible to the Board of Directors (the “Board”) of CIRO. The Committee is responsible for:

1. appointing both public and industry individuals (active and retired) as members of CIRO’s District Hearing Committees and, where applicable, removing individual members from District Hearing Committees;
2. overseeing CIRO’s processes associated with such appointments and removals; and
3. the performance of such other duties as the Board may delegate or direct from time to time.

Membership

1. The Committee will consist of at least seven directors (provided that the Committee shall always be comprised of an uneven number of members), and its members must include: (a) the then-current chair of the Governance Committee; (b) three other members of the then-current Governance Committee; (c) two Non-Independent Directors (as defined in the by-laws of CIRO); and (d) the President of CIRO. The membership of the Committee should, to the extent reasonably practicable, reflect the regional diversity of CIRO’s stakeholders.
2. A majority of the Committee, including the chair of the Committee (the “Committee Chair”), will at all times be Independent Directors, as defined in the by-laws of CIRO (the “By-Laws”).
3. The members of the Committee, including the Committee Chair, will be appointed by the Board for one-year terms upon the recommendation of the Governance Committee.
4. Any member of the Committee may be removed or replaced at any time by the Board (for clarity, subject to the requirements provided for in paragraphs 1 through 3 of this section above) and shall automatically cease to be a member of the Committee upon ceasing to be a director.

Meetings and Reporting to the Board

1. The Committee will meet at least once annually and as often as it deems necessary to carry out its responsibilities. Meetings may be called by the Committee Chair or a majority of the members of the Committee.
2. Meetings are chaired by the Committee Chair, who is responsible for leadership of the Committee and reporting to the Board. If the Committee Chair is not present at any meeting of the Committee, one of the other members of the Committee who is present and who is an Independent Director shall be chosen by the Committee to preside at the meeting.
3. Attendance by invitation at all or a portion of Committee meetings is determined by the Committee Chair or the Committee’s members, and would normally include the senior management functions responsible for the administration of hearings, and such other officers or support staff as may be deemed appropriate. The chair of the Board (the “Board Chair”) may attend and speak at all meetings of the Committee, whether or not the Board Chair is a member of the Committee. Each meeting may include a closed in camera session at which only members of the Committee are present.
4. A majority of the Committee members will constitute a quorum. The act of the majority of the Committee members present at any meeting at which a quorum is present will be the act of the Committee.
5. The Committee shall maintain written minutes of its meetings, which will be filed with the meeting minutes of the Board.
6. A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee is as valid as one passed at a Committee meeting.
7. The Committee will periodically report to the Board on the Committee’s activities and recommendations, and will report each year with respect to the Committee’s overall activities in compliance with this mandate.
8. On an annual basis, the Committee will review its own performance and report the results to the Board.
9. All matters dealt with by the Committee shall be treated as being confidential, subject to reporting to the Board or as the subject matter otherwise requires.
10. The Committee may obtain, at CIRO’s expense, advice and assistance from internal resources and external advisors or professionals as the Committee may determine to be necessary to carry out its responsibilities. If advice and assistance from external advisors or professionals is obtained, the Committee will provide notice to the Governance Committee.

Specific Responsibilities

The Committee’s specific responsibilities include the following:

1. Overseeing the processes for the identification and proposal of qualified individuals for nomination and appointment as industry and public members of each of the District Hearing Committees (from which hearing panels are appointed) having regard to CIRO’s By-Laws, Rules and the Recognition Orders (each, as defined in the By-Laws).
2. Having regard to the size, composition, anticipated workload and needs of the applicable District Hearing Committee and specifically considering those qualifications, restrictions and other matters relating to individual nominees for appointment to the District Hearing Committees as may be set out in CIRO’s Rules from time to time:
   1. receiving and considering the recommendations of CIRO’s staff with respect to the nomination for appointment (or re-appointment) of qualified individuals to the applicable District Hearing Committee(s) as required from time to time;
   2. appointing (or re-appointing) individuals to the applicable District Hearing Committee(s) as required from time to time; and

   3. from among the individuals appointed to each District Hearing Committee from time to time, appointing one such individual who is a “public member” (as defined in the CIRO’s Rules) as the chair of such District Hearing Committee,

      in each case, for such term and otherwise in accordance with and subject to CIRO’s By-laws and Rules.

3. Overseeing the process for assessing the performance and continuing eligibility and qualification of each member of a District Hearing Committee to serve in that capacity, including the processes and procedures for removing a member of a District Hearing Committee prior to the expiry of that individual’s term.
4. Having regard to the results of the assessments referred to above, and specifically considering those qualifications, restrictions, bases for removal and other matters relating to individual members of the District Hearing Committees as may be set out in CIRO’s Rules from time to time:
   1. receiving and considering any recommendation of CIRO’s staff with respect to the removal of any member of a District Hearing Committee prior to the expiry of that individual’s term as a member of the applicable District Hearing Committee; and/or

   2. making determinations and removing individuals as members of a District Hearing Committee prior to the expiry of that individual’s term as a member of the applicable District Hearing Committee,

      in each case, in accordance with and subject to CIRO’s By-laws and Rules.

5. Conduct or oversee, as appropriate, inquiries into any matter brought to its attention within the scope of its duties.
6. Review at least annually the adequacy of this mandate and recommend any proposed changes to the Board for approval.