Board Profile - Atomic Energy of Canada Limited

Atomic Energy of Canada Limited

Corporate Governance of the Board of AECL

Since 1998, AECL has been operating under the strategic direction of a Board of Directors, as recommended by the Treasury Board of Canada in its publication Corporate Governance in Crown Corporations and Other Public Enterprises.

AECL’s Board works to ensure that appropriate mechanisms for financial oversight at AECL are in place, and to establish systems for performance management, risk management, succession planning and stakeholder communications – all with a view to ensuring that AECL has a solid accountability framework and that a sound governance regime is in place to guide both management and the Board.

The corporate governance structure of AECL is similar to publicly traded companies with the Board of Directors appointed by AECL’s shareholder, the Government of Canada. The Board Chair, the President and Chief Executive Officer and the Directors are each appointed by the Shareholder by Order-in-Council. In 2007-2008, the Board provided direction, input and evaluation of AECL’s strategic plans and approved major contracts and initiatives.

The Board of Directors recognizes that effective corporate governance is an ongoing process that requires continuous improvement of corporate processes necessary to ensure a high level of accountability to its stakeholders. AECL’s Board continues to implement and strengthen its governance activities to enhance stronger accountability and transparency throughout its organization.

AECL Directors’ Profile:

Corporate Mandate:

AECL will create customer and shareholder value through:

• Managing the Canadian nuclear platform responsibly and cost effectively
• Leveraging the technology base to deliver nuclear products and services to market
• Paying dividends from profitable growth.

Roles and Responsibilities of Board of Directors:

AECL’s business affairs are governed by the Board of Directors, which provides key stewardship responsibilities as set out in the Board Charter. These responsibilities include oversight for financial management, the identification of principal risks, approval of the strategic direction of the organization, examination of the corporation’s public policy objectives, as well as meeting its overall legal requirements.

Challenges, Issues and Initiatives

AECL is a Commercial Crown Corporation, which is both customer and shareholder driven, adds value and is profit-motivated.

The Corporation has significant commercial dealings in the domestic and international marketplace, and is deploying new technology that is high-tech, environmentally benign and competitive internationally. A new Generation 3 Power reactor is currently being developed.

The Corporation also possesses a scientific and engineering knowledge base and intellectual capital from its Research and Development capability, which distinguishes it from its competition. This provides the wherewithal to lever its technology in the marketplace and to retain the Canadian nuclear expertise for future energy security. Major refurbishment of Canada’s existing nuclear fleet is underway in New Brunswick, Ontario and Quebec.

Core Attributes, Competencies and Experience

The Corporation has a major presence in the international marketplace and Directors should be comfortable contributing to the organization’s activities in that arena.

The Board monitors corporate performance, and must be capable of providing wise and thoughtful advice based on sound business experience and judgement; members must be able to question management on corporate strategy on an informed basis to help shape the approach to complex issues. Members must demonstrate high ethical standards and integrity.

Specific Skills, Knowledge and Experience

In general, individuals with the following skills or background would be of assistance to the Corporation:

• Energy sector/markets
• Energy enterprise/operations
• Legal and/or financial
• Restructuring
• International business
• Public policy and stakeholder management
• Science and technologies
• Communications and marketing
• Human resources
• Board and governance
• Diversity

Representation:

A majority of AECL Board shall be resident Canadian citizens. The By-Law provides for a minimum of five to a maximum of seventeen directors. Board appointment is generally for a term not exceeding three years. Representation is sought from across Canada, including provinces with nuclear opportunity (Ontario, New Brunswick, Albert and Quebec). Diversity among the Board is also encouraged.

Working Conditions

Number of Meetings:

The Board and the Standing Committees meet as often as the need arises. In 2007/2008 there were approximately 14 board meetings with 18 committee meetings. Meetings are scheduled a year in advance and are generally held at AECL head office in Sheridan Park with optional locations in Chalk River or Ottawa. Occasional participation in teleconferences is also required, and an additional meeting for purpose of strategic planning, is typical. All meeting material is posted to Director's website one week in advance.

Committee work/additional duties:

• Audit Committee
• Human Resources & Governance
• Science, Technology and Nuclear Oversight
• Project Risk Review Committee

Members are appointed to one or more of these committees that meet several times per year (or more often as necessary), generally held before the Board meetings.

Average time commitment:

Board members should expect to commit up to 20 - 25 days annually for meetings, travel and preparation for meetings.

Remuneration:

AECL Code of Conduct:

All Board members are required to act in accordance with the AECL Code of Ethics and Business Conduct for Directors, Executive and Managers and to report any exceptions to the Designated Officer.