Royal College of Physicians and Surgeons of Canada (Royal College)
The Financial Reporting and Risk Oversight Committee (FRROC) is a standing committee of Council. It reports to Council through the Executive Committee of Council (ECC). The FRROC assists Council in fulfilling its oversight responsibilities in the areas of enterprise risk management (strategic, operational and external risks), financial reporting, the annual audit processes, and compliance with laws and regulations.
Foundation of the Royal College of Physicians and Surgeons of Canada (Foundation)
Same as the Royal College, except the FRROC reports to the Board of Directors of the Foundation.
Royal College Canada International Inc. (RCI)
Same as the Royal College, except the FRROC reports to the Board of Directors of RCI.
The mandate of the FRROC is to assist Council in fulfilling its oversight responsibilities with respect to the identification and management of the corporation’s principal risks, by:
For the Royal College, the FRROC:
While Council retains overall responsibility for the pension plan, it has delegated its oversight responsibilities in respect of the pension plan to the committee.
Regarding investment portfolios, the FRROC:
For the Foundation
Same as for the Royal College, except the financial statements refer to those of the Foundation and references to Council are replaced with the Foundation Board of Directors.
Same as for the Royal College, except the financial statements refer to those of RCI and references to Council are replaced with the RCI Board of Directors.
The FRROC submits its respective reports to ECC, Council, the Foundation Board of Directors and the RCI Board of Directors, highlighting such matters as the results of the external audit and its review of the financial statements, and recommends to ECC, Council, the Foundation Board of Directors and the RCI Board of Directors the approval of the respective audited financial statements. The FRROC also recommends to ECC and Council approval of financial budgets, and policies relating to the pension plan and investments.
The FRROC shall consist of no fewer than five and no more than eight committee members (Bylaw No. 20, Article 14.1).
The chair of the FRROC shall not be an officer or an employee of the Royal College or any of its affiliates, or have been such an officer in the preceding three years (Bylaw No. 20, Article 14.1.2).
The committee will be made up of Fellows of the Royal College as well as external members who bring key competencies and expertise to the committee. One of the members of the committee will be a member of the Board of Directors of RCI.
Committee members should possess general knowledge of the Royal College and its subsidiaries, strong business acumen, legal and tax knowledge, information management and technology knowledge, budgeting, accounting knowledge, risk management, and ability to read financial statements prepared in accordance with Canadian accounting standards for not-for-profit organizations.
Committee members shall also understand the significant risks to which the Royal College is exposed, the Royal College’s enterprise risk management (ERM) framework, and the policies, procedures and controls used by management to assess and manage these risks.
The usual term of office of the chair is two years, renewable once (maximum four years). As a standing committee of Council, the chair is appointed from among the current members of Council (Bylaw No. 20, Article 15.1.1) and is a member of the Executive Committee of Council.
The usual term of office of members is two years, renewable twice (maximum six years). All terms shall begin and end at the time of the Annual Meeting of the Members when vacancies need to be filled. Terms shall be staggered to allow for and ensure a continuity of knowledge and expertise.
The FRROC meets quarterly or more often as/if required. Face to face at least twice a year and by telephone conference as needed.
Quorum consists of a majority of the voting members of the committee (i.e., 50% plus one). The chair is counted as a voting member in constituting quorum. However as the presiding official of the committee, the chair does not move motions. Furthermore, the chair shall only vote when the vote is conducted by secret ballot. Every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated. When a committee is called to make a decision outside of a meeting by e-ballot, the same rules apply.
Appointment to a Royal College committee carries significant responsibilities, and all committee members are expected to adhere to the Volunteer Code of Conduct. In addition, committee members are required to maintain absolute discretion and not divulge, re-produce, or release any confidential information except when authorized by the Royal College. Committee members are permitted to download a copy of committee materials for use solely for the purposes of the Committee. All downloaded materials must be deleted once used for the intended purpose.
Last approved by Council on June 21-22, 2018
(Resolution No. 2018/19-10)