Termes de référence, en français et anglais:
[SAC] https://realizecapitalpartners.ca/wp-content/uploads/2024/11/SAC-Terms-of-Reference-Termes-de-reference.pdf
50 - 30 Challenge
Please read the 50-30 Challenge overview (https://realizecapitalpartners.ca/wp-content/uploads/2023/09/50-30-Challenge.pdf). As part of the application process, we will want to understand if you help us meet one or both of the challenges. Veuillez lire l'aperçu du Défi 50-30 (https://realizecapitalpartners.ca/wp-content/uploads/2023/09/50-30-Challenge.pdf) et faites-nous savoir si vous nous aidez à relever l'un ou les deux défis.
1. Background and Context
- The Social Finance Fund (SFF) is a Government of Canada initiative to strengthen social purpose organizations and accelerate the growth of Canada’s social finance market. This investment initiative, not a granting program, will support charities, non-profits, social enterprises, co-operatives, and other social purpose organizations in accessing flexible financing opportunities through fund managers. Greater access to social finance will help organizations grow, innovate and enhance their social and environmental impacts.
- Realize Capital Partners (RCP), a joint venture between Rally Assets and Relay Ventures, is one of three fund-of-fund managers selected to deliver SFF.
- RCP has established the Governance Advisory Committee, Sector Advisory Committee, and Investment Advisory Committee (“Advisory Committees”). These committees include representation from a broad array of individuals and are tasked with advising the Board through RCP Management on the implementation of SFF.
2. Purpose and Objectives
The Sector Advisory Committee (“the Committee”) is being established to support RCP in making sector-informed decisions rooted in diversity and inclusion of all communities in Canada. The Committee will help identify and build relationships with key stakeholders and networks who may be potential partners, investors or collaborators. The Committee will focus specifically on advancing the goals of social equity, gender equality and Indigenous reconciliation in Realize Fund I’s strategy in order to achieve the mandate of the SFF. The Committee is an advisory committee of our Board of Directors and has no decision-making role.
3. Members’ Skills and Experience
The committee shall be comprised of Members with the following expertise, skills/experience:
- Sector fields related to social equity, gender equality and/or Indigenous reconciliation, such as social services/social work, affordable housing, community activism, Indigenous government or leadership, government advocacy, policy development, social program development/delivery, anti-racism, communication norms, remote communities, and climate justice
- Investment product fields related to community investment funds, community bonds, social bonds, place-based funds, outcomes contracts, social entrepreneurship, social purpose organizations, social venture incubators
- Investing fields related to investment management, investment asset allocation, investment product structuring, investment advisory, and private (non-listed) direct or fund investing, which may include venture capital, private equity, private debt, or private real assets
- Knowledge about the social impact of private direct and/or fund investment opportunities in Canadian communities
- Diversity that represents communities across Canada, specifically groups that have been traditionally marginalized due to gender, race, identity, age, ethnicity, geographic region and socioeconomic background
- A strong understanding of the social finance sector in Canada, including current trends in impact measurement and reporting and social innovation
4. Appointment and Composition of the Committee
- The responsibility for the nomination and replacement of members of the Committee will rest with the Board on the recommendation of the Governance Advisory Committee (GAC)
- The Committee shall be comprised of a Chair and at least four (4) additional members, to a maximum of nine (9) members. All members will be independent of Realize Capital Partners. Independence is defined as anyone who does NOT have an ongoing active economic or management role as part of Realize Capital Partners and its affiliated entities. This does not apply to Fund managers seeking funding.
- The composition of the committee will be structured to align with the Government of Canada’s 50-30 Challenge.
- Members of the committee are appointed for a two-year term and may be re-appointed by the Board
- Membership on the Committee ceases when any member indicates their desire to resign by delivering a written resignation to the Chair and Board. Advisory Committee members serve and operate under the direction and discretion of the Board.
- Members of the Government of Canada’s Employment and Social Development (ESDC) team may be invited as guests to enable appropriate social finance market-shared learning and engagement
- The Board shall select the Chair of the Committee upon recommendations of the GAC. The Committee Chair shall have the following duties:
- Collaborate with RCP Management to fulfill the Committee mandate, work plans, and projects.
- Chair Committee meetings effectively and collaboratively.
- Report to the Board of Directors on activities and recommendations of the Committee.
- Move Committee discussions towards consensus and constructive feedback.
- Evaluate the committee members regarding meeting attendance, participation, and willingness to continue to serve on the Committee within the limits of their terms.
- In the absence of the Chair, a member of the Committee will be designated as acting Chair
5. Meetings
- The Committee Chair will work with Management to set the meeting agenda and prepare materials for the meeting.
- The Committee shall meet at least four (4) times each year and a maximum of six (6) times a year, with a minimum of five days’ advance notice, which may be waived by at least 50% of Committee members.
- Ad-hoc meetings may be scheduled to address urgent or specific issues between regularly scheduled meetings. Management or the Board may request input from the Committee via email as needed.
- RCP Management or the Board may be invited to attend the Committee meetings as guests.
- Meeting materials will be provided two (2) weeks before the meeting date whenever possible.
- Minutes of each meeting shall be kept at the registered office and will be available to the Committee members and the Board of Directors.
- Meetings will be held virtually to enable the inclusion of members nationwide.
- The quorum for the meeting is 50% of the committee members.
6. Roles and Responsibilities
The SAC is responsible for advising the Board and RCP Management on best practices and new developments in the field of social finance, impact investment and current social equity issues to support Realize in achieving the objectives of SFF, in particular, related to the achievement of the goals of social equity, gender equality and Indigenous reconciliation in Realize Fund I’s strategy. The SAC is responsible for, but is not limited to:
- Advising on RCP’s sectoral goals setting by identifying sectoral emerging issues and opportunities
- Supporting the development of partnerships, relationships and networks across a wide range of organizations operating in sectors and regions related to the SFF mandate
- Acting as advocates of SFF and assisting in visibility & promotion of the initiative
- Advising on the development and implementation of the community investment stream as outlined in the IPS
- Advising on the development and implementation of market-building activities
- Advising on community norms, expectations and partnership engagement.
7. Risk Management
The Committee will receive the risk register for informational purposes and be engaged in the risk management process. In line with its specific roles and responsibilities in this Terms of Reference, the Committee will:
- Annually review the risk register to identify and assess sector-related risks.
- Provide input and recommendations on risk mitigation strategies and enhancements.
- Work with the RCP Management to address emergent risks and propose risk management approaches as necessary.
- Report to the board annually, or more frequently if needed, on significant risk exposure issues and the Committee’s recommendations for risk mitigation.
8. Accountability and Reporting
The Committee is an advisory Committee of the Board and will report to the Board through the following mechanism:
- The minutes of each of the Committee meetings and the Chair’s notes (whenever applicable) will be shared with the board. Any issues/concerns raised by the committee members outside of the scheduled meetings warranting board attention will be communicated by the committee Chair to either RCP management or the Board Chair, as appropriate
- On an exception basis, the Board may invite the committee chairs to a Board meeting to provide general reports or to speak on a specific topic.
- The Committee members can communicate with RCP Management and vice versa through any communication medium, such as email. Both parties will respond to such communication within a reasonable time. RCP expects to maintain a free and open communication channel with the Committee members.
- The Committee will evaluate its performance, collectively and individually, at least annually, to ensure it fulfills its mandates as outlined in the Terms of Reference.
- The Committee will advise RCP to the best of their knowledge and abilities and by operating in good faith. Any advice provided by the Committee is non-binding; however, RCP will consider such advice to the degree the advice meets RCP’s business and investment objectives.
9. Confidentiality
The materials, discussions and recommendations from the Committee meetings are confidential. Neither the committee nor any committee members, individually or otherwise, shall publicly release any report or disclose any materials, recommendations, discussions, or information about the work and activities of the committee commissioned hereunder unless first discussed with the Chair and approved for public release. Committee members would be required to sign a confidentiality agreement.
10. Conflict of Interest
Committee members shall minimize and manage conflicts of interest. A conflict of interest exists where a committee member’s other commitments, relationships, or financial interests:
- They could or could be seen to exercise an improper influence over the objective, unbiased, and impartial exercise of their independent judgement.
- Could or could be seen to compromise, impair or be incompatible with the adequate performance of their responsibilities.
Committee members shall disclose to the committee Chair without delay any actual or potential conflict of interest and comply with any requirements prescribed by the committee Chair to resolve any conflict of interest.
Individuals seeking funding from SFF through RCP or another SFF fund-of-funds manager will not be disqualified from being considered committee members. As described above, this is not viewed as a conflict.
11. Compensation
Committee members are entitled to a stipend of $250, less applicable taxes and deductions, for each Committee meeting attended. They will also receive a quarterly retainer of $750, less applicable taxes and deductions. If required, committee members will be reimbursed for reasonable out-of-pocket expenses, such as travel costs.
12. Amendment and Review
The Committee's Terms of Reference shall be reviewed at least once every three (3) years or as may be needed.
13. Other
To the fullest extent permitted by law, the Committee members owe no fiduciary duties to Realize Fund I or its investors other than the obligation to act in good faith. RCP shall indemnify committee members on the terms set out in the detailed terms of engagement, which will be provided upon selection to the committee.