ESC Nomination Committee Charter and Director Selection Criteria

Energy Storage Canada’s Nomination Committee is responsible for oversight of the nominations process and vetting of candidates proposed to serve on Energy Storage Canada’s Board of Directors (the “Board”). For a PDF version of this process, please click here. 

Membership

 The Nomination Committee comprises three or five Member representatives, which shall include:

(i)            The Chair;

(ii)           A minimum of one and maximum of two Director(s); and

(iii)          A minimum of one and maximum of two Member representative(s) each of which is not a Director

in each case as long as (with the exception of the Chair) the number of Directors on the Nomination Committee is equivalent to the number of Member Representatives who are on the Nomination Committee.

Except for the Chair, membership on the Nomination Committee shall not be the same in any three consecutive years.

Chair

The Chair of the Nomination Committee shall be the Chair of Energy Storage Canada, as elected by the Board.

Responsibilities

  • Prior to the annual meeting, the Nomination Committee shall solicit and vet applications (including by in person and telephone interviews, as applicable) and propose a slate of eligible candidates necessary to fill any vacancies on the Board, except that if no such candidates are available or wish to serve, the Nomination Committee may so report to the Board.
  • The slate of new candidates proposed shall contain no more than twice the number of candidates necessary to fill any vacancies on the Board.
  • In any year, the slate shall comprise (i) any current Directors who are standing for re-election to a second term and (ii) such new candidates as the Nomination Committee has determined to be eligible to stand for election.
  • The proposed slate must be ratified by the Board in order to be presented to the Members at the annual meeting.

Activities and Procedures

  • At least ten weeks prior to the annual meeting, the Chair will prepare a Call for Nominations form for distribution to all Member organizations and identify the deadline for nominations, which shall be at least eight weeks prior to the annual meeting.
  • The Chair will distribute nominations to the Nomination Committee members as received and assign responsibility for contacting individual candidates.  No less than five weeks prior to the annual meeting, the Chair will convene a meeting and/or teleconference for the Nomination Committee to evaluate the nominations.
  • Following such meeting, the Chair shall present the slate to the Board at a regularly scheduled Board meeting or in written form by electronic distribution.

 

Board Candidate Criteria and Selection

 To be considered by the Nomination Committee, a candidate director must:

  1. be an individual of the highest integrity and have an inquiring mind, a willingness to ask hard questions and the ability to work well with others;
  2. be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
  3. be willing and able to devote sufficient time to the affairs of Energy Storage Canada and be diligent in fulfilling the responsibilities of a director and Board committee member; and
  4. have the capacity and desire to represent the best interests of the Members and the energy storage industry as a whole.

Candidates will subsequently be evaluated according to each of the following criteria:

(i)       Demonstrated knowledge of energy storage/clean technologies/renewables/environment;

(ii)     Experience level;

(iii)    Complementary skill set in the constitution of the Board; and

(iv)     Diversity.

In addition to the foregoing, the Nomination Committee may, if it deems it advisable from time to time, develop specific criteria outlining the skills, experience, expertise, backgrounds and other characteristics that should be represented on the Board to enhance its effectiveness.  Any such criteria should take into account the particular needs of Energy Storage Canada based on its size, growth objectives, membership and other characteristics and should be adjusted as these Energy Storage Canada characteristics evolve.

The final recommendation of new candidates must be ratified by at least 66 2/3% of the Nomination Committee.