Current membership of the Governance Committee
IFHA GOVERNANCE COMMITTEE TERMS OF REFERENCE
1. COMMITTEE PURPOSE
1.1 The Governance Committee (the Committee) is a committee of the Executive Council of the International Federation of Horseracing Authorities (IFHA)
1.2 The primary objectives of the Committee are to:
a. provide the IFHA Executive Council with advice and recommendations in relation to governance matters related to the IFHA; and
b. generally assist the IFHA to maintain good governance practices to enhance the objectives and operation of the IFHA.
2.1 The Committee shall be appointed by the Executive Council and be composed of five Executive Council members.
2.2 The Executive Council shall appoint the Chair of the Committee.
2.3 The Committee shall have a Secretary appointed by the Committee Chair.
2.4 The Committee Chair and Committee members shall be appointed annually by the Executive Council. If the Executive Council does not appoint the Committee Chair or the Committee annually, the incumbent Committee Chair and the Committee members shall continue to serve in such capacity until the Executive Council reappoints or appoints a successor.
2.5 Any member of the Committee may be removed or replaced at any time by the Executive Council and the Executive Council may fill vacancies on the Committee by appointment from among its members. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum exists. Subject to the foregoing, each member of the Committee shall remain a member until the next annual meeting of the IFHA, following that Committee member's appointment.
3. MEETINGS AND RESOURCES
3.1 The Committee shall meet at least three times each year, as determined by the Committee Chair. Meetings may be by video or telephone conference, or may be in person to coincide with meetings of the Executive Council.
3.2 As required, the Committee may engage IFHA member resources, or external consultants
(subject to Executive Council approval), to assist the Committee in carrying out its duties.
3.3 A quorum at any meeting of the Committee shall be at least three of its members.
3.4 An Executive Council member may attend a Committee meeting as an observer with the prior approval of the Chair.
3.5 Other non-members may attend meetings by invitation of the Committee, including:
a. the Executive Director;
b. any Director; and
c. any other person charged with compliance assurance.
These attendees may take part in the business of, and discussions at, the meeting, but have no voting rights.
4. RESPONSIBILITIES AND DUTIES
4.1 In order to fulfil its responsibilities, the Committee shall have access to relevant and timely IFHA information and other external information/data.
4.2 The Committee Chair is responsible for the following:
a. establishing the agenda for Committee meetings in consultation with the IFHA Chairman;
b. providing direction to the IFHA Chairman on behalf of the Committee; and
c. reporting to the Executive Council on the activities, recommendations of the Committee by oral or written report at the next Executive Council Meeting, including the distribution of Committee minutes.
4.3 Subject to the powers and duties of the Executive Council, the Committee will:
a. generally review, monitor and provide advice to the Executive Council in relation to the IFHA’s governance-related policies, procedures and processes;
b. from time to time be responsible to review, analyse and make recommendations to the Executive Council on the form, content and workings of the statute, by- laws, structures and systems of the IFHA. Without limiting the generality of the foregoing, the Committee shall be responsible for preparing and recommending amendments and revisions to the statutes and by-laws for approval by the Executive Council;
c. annually (or otherwise as required), and in consultation with the IFHA Chairman or Vice-Chair with portfolio responsibility for the relevant IFHA Committee(s) (where applicable), prepare a recommendation in relation to the composition of the IFHA Committees including, without limitation, the Chair of the Committees and provide such recommendations to the Executive Council for the Executive Council’s consideration and determination;
d. every three years (or otherwise as requested by the Executive Council), review the committee structure of the IFHA and the terms of reference of all committees to ensure that they continue to meet the strategic plan of the IFHA and recommend changes to the committees or terms of reference where the Committee considers this is advisable; and
d. at regular intervals determined by the Committee, undertake an evaluation of the effectiveness of the Executive Council and its committees and make recommendations for improvements based on the evaluation.
5. In addition, the Committee may undertake the following activities for consideration and determination by the Executive Council:
a. review and recommend changes in policies governing the overall size, structure and composition of the Executive Council;
b. monitor developments and best practices related to governance and make any recommendations in respect of matters of governance that the Committee deems appropriate;
c. in consultation with the Chairman and the Vice Chairs of the IFHA, propose Terms of Reference and composition (and other relevant matters) for the establishment of standing and ad hoc committees of the IFHA (if required) to facilitate the achievement of the purpose of the IFHA;
d. generally monitor and assess risks to the governance and processes of the IFHA, and review any IFHA risk management policies or processes;
e. provide advice to ensure that the IFHA complies with applicable legal and regulatory obligations;
f. at the request of the Chairman and the Vice-Chair, or the Executive Council, undertake such other corporate governance initiatives as may be necessary or desirable to contribute to the effectiveness of the IFHA;
g. consider, investigate and report on any alleged breach of an IFHA Code of
Conduct or other governance-related procedure; and
h. with the understanding that it is the responsibility of individual members to declare upfront any conflicts of interest, review and assess and when appropriate, make recommendations on conflicts of interest between the IFHA and those constituting the Executive Council and membership of the IFHA.
6. COMMITTEE REVIEW
6.1 The Committee will review its operation, including these terms of reference and meeting frequency, every three years (or otherwise as required).
6.2 The performance of the Committee will be reviewed every three years (or otherwise as required) by the Executive Council.
7. DATE OF APPLICATION
7.1 These terms of reference are effective from 16 December 2021.