39. The governance and ethics committee is composed of three members of the board of directors.
The functions of the committee include
(1) establishing governance rules and rules of ethics for carrying on the Commission’s business;
(2) establishing a code of ethics and professional conduct applicable to the members of the board and to the vice-presidents of the Commission;
(3) developing structures and procedures to enable the board to act independently from the Commission’s management;
(4) establishing criteria for evaluating the members of the board; and
(5) establishing expertise and experience profiles to be used in appointing the independent members of the board.