# Governance & risk



Governance plays a critical role at Payments Canada, starting with the legislated mandate set out in the *[Canadian Payments Act](https://laws-lois.justice.gc.ca/eng/acts/C-21/)* (CP Act)*.* The CP Act includes our mandate, the types of entities eligible for membership, the role of the [Board of Directors](https://www.payments.ca/about/governance-risk/board-directors) and oversight responsibilities of the Minister of Finance.

Good governance ensures a level of oversight and risk mitigation that provides confidence to our members, stakeholders and Canadian consumers. We have a strong governance model, reflected in our comprehensive [Organizational Framework](/sites/default/files/PaymentsCanada_OrganizationalFramework_En.pdf), that supports the delivery of our mandate as defined in the *Canadian Payments Act*.

Under the leadership of the chairperson, the Board of Directors is charged to direct and manage the affairs of the organization with a focus on strategic and policy matters.

There are four board subcommittees that assist the Board of Directors in fulfilling their responsibilities:

 ![Flow chart of structure](/sites/default/files/2022-08/2022_BoardGovernanceStructure_En_0.png)

 



## Audit and Finance Committee (AFC)

The Audit and Finance Committee provides several crucial functions: financial monitoring and audits; and financial planning, including oversight of budget development. This committee may also oversee projects as delegated by the board.

[Terms of Reference](/sites/default/files/PaymentsCanada_AuditFinanceCommittee_TOR_EN.pdf)

## Governance and Nominating Committee (GNC)

The Governance and Nominating Committee is responsible for the oversight of board performance effectiveness, governance policies and guidelines and compliance; code of conduct and standards of behaviour for board and management; director nomination and qualification; board succession planning; board orientation and continuing education; and evaluation of board committees as a whole.

[Terms of Reference](/sites/default/files/PaymentsCanada_GovernanceNominatingCommittee_TOR_EN.pdf)

## Human Resources and Compensation Committee (HRCC)

The Human Resources and Compensation Committee assists in the evaluation and compensation of the president and CEO; the review of the CEO’s evaluation of senior management; and the review of employee benefits and pension plans, human resources policies and management succession planning.

[Terms of Reference](/sites/default/files/PaymentsCanada_HumanResourcesCompensationCommittee_TOR_EN.pdf)

## Risk Committee

The Risk Committee supports in relation to risk management oversight, including oversight over Payments Canada’s Enterprise Risk Management Policy and risk appetite statement.

[Terms of Reference](/sites/default/files/PaymentsCanada_RiskCommittee_TOR_En.pdf)

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## The RTR Program Advisory Committee

The RTR Program Advisory Committee assists the board with monitoring the status of the RTR program implementation and evaluating RTR program risks and related issues.

[Terms of Reference](/sites/default/files/PaymentsCanada_RTR_ProgramAdvisoryCommittee_TOR_En.pdf)

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The Board of Directors also receives advice and counsel from the Payments Canada [Stakeholder Advisory Council](https://www.payments.ca/about/our-members-stakeholders/stakeholders) and the [Member Advisory Council](https://www.payments.ca/about/our-members-stakeholders/members), to leverage the expertise and experience of those within the payment ecosystem.

The Payments Canada [leadership team](https://www.payments.ca/about/our-leadership) works closely with our [regulators](https://www.payments.ca/about/governance-risk/legislation-laws) and our [board of directors](https://www.payments.ca/about/governance-risk/board-directors) to ensure the regulations set out in the [enabling legislation](https://laws-lois.justice.gc.ca/eng/acts/C-21/) are adhered to, thereby maintaining the integrity of the governance system, the organization and the ecosystem as a whole.