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Board Profile

Corporation Mandate

To establish, operate, maintain, and administer, in the interest of safety, an efficient pilotage service within the Atlantic Region.

Roles and Responsibilities

While Directors are normally removed from the day-to-day decision making of the Authority, their role is vitally important. Successful corporate governance is directly associated with the degree individuals understand and appreciate the significance of relationships in carrying out their roles and responsibilities as stewards and leaders. In conjunction with the Chief Executive Officer, the Board should ensure an appropriate allocation of responsibilities between the Board and Management.

The management of the Authority presents information, seeks advice, and requests the approval of proposals from the Board of Directors. Each Director is called upon to exercise his/her judgement and the independence of his/her position in formulating the Board’s decisions to approve, reject or request deferral of the proposals brought by management.

In fulfilling its roles and responsibilies, the Board’s duty is to comply with the requirements outlined in the Pilotage Act and the Financial Administration Act. As well, it is bound by the applicable Regulations arising from the Acts. Requirements include, but are not limited to:

  1. Fiduciary duty to act honestly and in good faith.
  2. The exercise of prudence, diligence and skill.
  3. Observance of the rules governing the application and disclosure relating to conflict of interest.

As stewards of the Authority, the Board will:

  • Set the strategic direction of the Authority.
  • Ensure the integrity and adequacy of the Authority’s information systems and management practices.
  • Ensure the main corporate risks are managed.
  • Evaluate the Authority’s performance and monitor the Authority’s financial results.
  • Ensure CEO and executive succession planning is in place.
  • Be responsible for the overall corporate governance of the Authority.

Challenges, Issues and Initiatives

The Authority's Board of Directors must ensure that the potentially varying interests and priorities of the shipping industry, vessel owners and operators, ports, government agencies and other service providers are met in a balanced manner consistent with the mandate of the Authority and with the economy at any given time.

Core Attributes, Competencies and Experience

In order to carry out its mandate, the Board must possess the necessary credentials to “establish, operate, maintain, and administer in the interest of safety, an efficient pilotage service within the Atlantic Region”. Board members, both individually and collectively, must accept, promote and guide management to endorse and reflect the Authority’s stated values of:

  • Honesty and Integrity
  • A Safe Working Environment
  • Positive Stakeholder Relations
  • Service Quality – assuring that the highest standards are met
  • Accountability and Responsibility
  • Adaptability and Innovation

Specific Skills, Knowledge and Experience

The Board, collectively, requires a balanced set of skills, knowledge and experience to provide oversight and direction, in the following areas:
  • Strategic Planning
  • Business Leadership
  • Risk Management
  • Human Resources Management
  • Financial Literacy
  • Corporate Governance
  • Social/Environmental/Community Responsibility
  • Government Relations
  • Shipping Industry
  • Project Management
  • Marine Pilotage
  • Safety Management

Representation

In terms of Board size, structure and representation, the following arrangement continues to provide effective governance for the Authority.

The Authority’s Board of Directors is composed of seven members designed to reflect stakeholders’ diversity and public policy requirement. Appointments are made as follows:

  • A Chair appointed by the Governor in Council on the recommendation of the Minister of Transport.
  • Not more than 6 members are appointed by the Minister with the approval of the Governor in Council, selected as follows:
    1. Two Directors nominated by the Shipping Industry
    2. Two Directors nominated by the Canadian Marine Pilots’ Association
    3. Two Directors to represent the Public Interest

Working Conditions

The Authority’s Board of Directors meets once a quarter, at regularly scheduled meetings in March, June, September and December. The meetings usually take place in the Authority’s office in downtown Halifax, NS. Board meetings, including preparation time, may use 30 to 40 hours per year of a Board member’s time.

The Board of Directors has delegated certain responsibilities to five Committees:

  • Executive Committee
  • Audit Committee
  • Finance, Administration & Planning Committee
  • Governance, PRMM & Regulations Committee
  • Pilot Boat & Technology Committee

A Director is appointed as Chair to each of these committees by the Chair of the Board, based upon their individual experience and knowledge. Committee meetings are held as and where deemed necessary.

The average time commitment for each Board member, not including the Chair, can vary quite considerably depending upon the committee itself. Some committees are less demanding and a Board member can expect to spend approximately 50 hours per year preparing for and attending meetings. Other committees can utilize up to 150 hours per year of a Board member’s time.

The Board of the Atlantic Pilotage Authority receives a Governor-in-Council approved schedule of fees along with Board approved expenses.

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:

Currently committee structure is 4 Standing Committees:
  • 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 Board members are paid a per diem and annual retainer for Board and Committee chairs as set out in the Group 8 range of the Remuneration Guidelines for Part-Time Governor in Council Appointees in Crown Corporations. Directors are entitled to be reimbursed for all expenses incurred related to AECL business in accordance with AECL Travel and Expense Policy.

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.

Corporate Mandate

The Bank of Canada is a Crown corporation established under the Bank of Canada Act (the Act). The Act establishes the businesses in which the Bank will engage. The Bank’s four main businesses are in the area of: monetary policy, currency, financial system and funds management. Under the Act, the Governor is responsible for monetary policy and for the other businesses of the Bank, while the Board is responsible for the governance of the Bank and oversees all its administrative functions. The Bank of Canada plays a key role in the daily economic life of Canadians. The Bank’s objectives are:

  • To contribute to the economic well-being of Canadians by:
    1. conducting monetary policy in a way that fosters confidence in the value of money
    2. promoting the safety and soundness of Canada's financial system
    3. supplying bank notes that are readily accepted without concerns about counterfeiting
  • To provide efficient and effective central banking and debt-management services
  • To communicate the Bank’s objectives openly and effectively and to be accountable for its actions

Roles and Responsibilities of the Board

The Bank of Canada Act states that the Bank shall be under the management of a Board of Directors. It also establishes a division of responsibilities between the Board and the Governor.

The powers reserved by the Act for the Board relate chiefly to the direction of the internal financial management and administration of the Bank. The Board has the responsibility for the appointment of Senior Officers of the Bank. Other responsibilities include the approval of policies with regard to staff, budget matters, internal practices, accounting and the operation of the Board.

The Board and the Governor must work in close cooperation in all matters since the control of financial and administrative matters by the Board may impinge on the ability of the Governor to perform his responsibilities under the Act including his responsibilities with respect to monetary policy.

The Board informs itself on an ongoing basis regarding all significant activities of the Bank.

In activities that fall under the authority of the Governor, including monetary policy, the Board provides oversight and advice on the manner in which they are conducted.

The attached extract from Section 3 of the Terms of Reference of the Board of Directors of the Bank of Canada explains in more detail the duties of the Board.

The Bank has a Medium-Term Plan that sets out the strategic directions for the Bank. An important aspect of the Board’s stewardship is its contribution to the development of the strategic initiatives the Bank will pursue. The Board reviews on an ongoing basis the key challenges, including the changing technological and international environment that will influence the Bank’s core businesses in the future.

Attributes of a Bank of Canada Director

To be effective, the Board needs a group of individuals whose skills and backgrounds are diverse and will complement one another. Taken together, the skills and experience of the members should equip the Board to fulfill its responsibilities for the financial management and administration of the Bank and to perform its other oversight responsibilities. This would include knowledge and experience in the following areas:

Accounting & Financial Controls

Professional skills and experience in accounting and financial controls. A professional accounting designation will normally be required of the Chair of the Audit Committee.

Human Resources

An appreciation of best practices in human resource management relating to the attraction, retention and development of staff and with specific knowledge of current trends and practices in compensation, benefits and pensions.

Corporate Governance

An understanding of issues and trends in corporate governance, with the ability to interpret implications for the Board of the Bank. Experience as a Board Member of a significant corporation and/or public institution is normally required.

Financial Markets & Institutions

Understanding of the structure, functioning and market issues associated with the operation and management of financial institutions in Canada and internationally.

All of the foregoing is based on a foundation of qualities that each Director should possess:

  • Sound judgment
  • Highest personal and professional ethics, integrity and values
  • Commitment to the Canadian public interest
  • Interest and time to prepare for and participate in the business of the Board, regularly and actively
  • Ability to work in a collegial fashion, respecting the views of others
  • Sensitivity to the organization’s public policy objectives
  • An open mind on, and interest in, public policy issues related to business and the economy

Representation

The Act requires that directors be selected from various occupations. The Board includes representation from the various geographic regions of Canada.


EXTRACT (December 2011)

TERMS OF REFERENCE
BOARD OF DIRECTORS OF THE BANK OF CANADA

3.1 Appointment of Senior Management

  1. Pursuant to Section 6 of the Act, it appoints the Governor and Senior Deputy Governor with the approval of the Governor in Council and approves their terms of employment.

  2. Pursuant to Section 7 of the Act, it approves the appointment and the terms of employment of Deputy Governors.

  3. Pursuant to Section 15 of the Act and By-law 11, through the Human Resources and Compensation Committee and the Executive Committee receives quarterly reports concerning promotions and other changes for senior officers of the Bank (SO1-SO3) and an annual report concerning staffing and employment matters.

3.2 Strategic Planning, Budget Approval, Stewardship and Risk

  1. The Board provides advice to management on the development of the Bank’s Medium-Term Plan (MTP) including a discussion of the trends and challenges that may help shape the MTP and the proposed strategic direction and priorities for the Bank. The Board approves the MTP and any significant changes to it.

  2. The Board reviews the annual Stewardship Report with a view to evaluating progress toward the achievement of the strategic objectives with special emphasis on analysis of activities to draw lessons for the future. As part of the Stewardship exercise, the Board comments on the performance of Deputy Governors to inform the performance ratings assigned by management. Once finalized, management reports on the ratings to the Human Resources and Compensation Committee.

  3. The Board reviews and comments on the Governor’s Annual Report to the Minister.

  4. On an annual basis, the Board ensures that the Bank identifies the key areas of risk that could compromise the achievement of the strategic objectives and the measures taken to manage these risks. Once per year the Board carries out an assessment of current risks on a functional basis.

3.3 Audit and Finance

Having regard to the recommendations of the Audit and Finance Committee, the Board shall approve, if it deems to be appropriate:

  1. The annual audited and interim unaudited financial statements of the Bank.

  2. The form of statement of accounts, pursuant to Section 35 of the Act.

  3. The accounting principles to be used in the presentation of the annual statement as required by By-Law 14.

  4. The annual audit plans and terms of engagement of the external auditors as well as the remuneration to be paid to the external auditors.

  5. The remuneration to be paid to the external auditors for the Review Engagement of the Bank's interim financial statement, for the Office of the Auditor General, for the three months ending 31 March as defined in the draft Engagement letter.

  6. The scope, terms of engagement and remuneration to be paid to the external auditors for any special audit requests.

  7. The annual audit plan of the Chief Internal Auditor.

  8. The annual budget for the Bank.

3.4 Other Human Resources and Compensation Matters

Having regard to the recommendations of the Human Resources and Compensation Committee, the Board shall approve, if it deems to be appropriate:

  1. The human resources policies, practices and organizational structures, all of which should provide consistency with the strategic plan, support operational effectiveness and efficiency, and maximize human resources potential.

  2. The Bank’s total compensation arrangements including but not limited to retirement benefits1, annual salary budgets; special market adjustments; performance pay; and review of the market comparator groups.

  3. Management succession planning, management/leadership development, and talent management/workforce planning strategies.

  4. Termination and severance policies/arrangements.

  5. The performance of Governing Council against the annually established duties and objectives.

  6. The remuneration, benefits and other conditions of employment of the Governor and the Senior Deputy Governor.

  7. Any report of the Human Resources and Compensation Committee for possible publication.

3.5 Pension Plan

The Bank is both the sponsor and administrator of the Bank of Canada Pension Plan and the Supplementary Pension Arrangement (collectively, the “Plans”). The Board provides oversight of the Bank’s activities in carrying out both of these roles and establishes such policies, procedures and strikes such committees as deemed necessary to exercise its oversight responsibilities. The Board’s role in the governance of the Plans is set out in the Bank of Canada Pension Governance Policy, adopted by the Board on 22 September 2011, as amended from time to time.

3.6 Corporate Governance

Having regard to the recommendations of the Corporate Governance Committee, the Board shall approve, if it deems to be appropriate:

  1. The terms of reference of the Board, its committees and the Lead Director.

  2. The composition of the committees of the Board.

  3. The appointment of the Chair of each Board committee.

  4. The process for evaluating Board effectiveness.

  5. The Board profile.

  6. The Board related policies, such as travel, expense and conflict of interest guidelines.

  7. The remuneration and allowances of directors.

3.7 Lead Director

According to the Process for the Selection of Lead Director attached to the Lead Director Terms of Reference, the Board formalizes the selection of the Lead Director by the directors appointed under Section 9 of the Act.

As outlined in the Lead Director Terms of Reference, inter alia, the Lead Director leads the process (which is established by the Corporate Governance Committee), for the Board’s annual self evaluation.

3.8 Ethical Values

The Board ensures that policies are in place to ensure the corporation operates at all times within applicable laws and regulations and with due regard to ethical standards. This includes laws relating to employee health and safety, human rights, environmental protection and standards relating to conflicts of interest.

3.9 Oversight and Advice

  1. The Board informs itself on an ongoing basis regarding all significant activities of the Bank.
  2. In activities which fall under the authority of the Governor, including monetary policy, the Board considers and evaluates the general manner in which they are conducted.
  3. In such activities the Board may contribute advice, including its sense of the public interest, in regard to how the Bank can best fulfill its responsibilities.

1. Any amendments to the Pension Plan and the Supplementary Pension Arrangement that are required by applicable legislation or to give effect to pension benefits would be reviewed and recommended to the Board by the Pension Committee.

The Canada Council for the Arts’ Board Profile is based on and is consistent with the Canada Council for the Arts Act; the Canada Council’s Governance Policy; and the guidelines and directions from the Privy Council Office and the Treasury Board.

The Mandate of the Canada Council for the Arts

The Canada Council for the Arts is Canada’s national arts funder, with a mandate to “foster and promote the study and enjoyment of, and the production of works in, the arts”. To fulfill this mandate, the Canada Council offers a broad range of grants and services to professional Canadian artists and arts organizations in music, theatre, writing and publishing, visual arts, dance, media arts and integrated arts. It raises public awareness of the arts through its communications, research and arts promotion activities. The Canada Council’s prizes and fellowships celebrate creativity by recognizing exceptional Canadians in the arts, humanities and sciences. The Canadian Commission of the United Nations Educational, Scientific and Cultural Organization (UNESCO) operates under the general authority of the Canada Council. The Canada Council’s work is tied to its strategic and corporate plans, which guide the organization as it continues its work to further enrich and deepen the artistic and cultural experience of Canadians.

Board Mandate

The Canada Council for the Arts is governed by a Board consisting of a Chair, Vice-Chair and nine other members from across Canada. Members are appointed by the Governor in Council for fixed terms. As stewards of the organization, members of the Board are responsible for maintaining active oversight of the organization’s governance. The Board must oversee the conduct of the Canada Council for the Arts’ business, direct Management and endeavour to ensure that all major issues affecting the organization are given proper consideration.

Roles and Responsibilities

The Board of the Canada Council for the Arts:

  • establishes, approves and periodically reviews the overall policies and the programs of the Council;
  • oversees the effectiveness of such programs;
  • provides direction and counsel to management in the strategic planning process and approves the Strategic Plan and the Corporate Plan;
  • approves the annual budget of the Council, including the allocation to various disciplines, purposes and programs;
  • approves the annual financial statements and annual report, and major financial decisions;
  • approves the proposed use of donations or bequests left to the Council;
  • approves the annual performance evaluation and financial perquisites of the Director;
  • approves the Council’s internal audit plan;
  • oversees the stewardship of the organization’s assets and liabilities, including overall responsibility for the investment funds;
  • approves the appointment of members to Board committees;
  • approves the Governance Policy, the Code of Ethics for members and enacts, amends or repeals by-laws;
  • monitors the performance of management and holds management accountable for the Council’s performance;
  • ensures that the granting process is decided in a rigorous manner, with clear guidelines, and authorize the awarding of grants either directly or through delegated authority; and
  • approves the position description for the Director, and recommends to the Minister of Canadian Heritage position descriptions for members, including, though not limited to, the Vice-Chair and the Chair.

Challenges, Issues and Initiatives

Current external issues include:

  • the growing urbanization of Canada and the concentration of professional artists in cities;
  • the changing demographics of the Canadian population;
  • the aging of Canadian artists and succession planning related to the next generation of artists and arts administrators;
  • the growing environmental consciousness of Canadians;
  • the growth and diversity of public arts funding sources, with all levels of government now active in arts support, though with financial disparities in provinces and municipalities across the country;
  • growing willingness to increase collaboration and strengthen arts funders’ network;
  • increasing role of technology in the creation, production, dissemination, marketing and preservation of art is having multiple effects;
  • the current global economy.

Internal situations requiring Board attention:

  • appropriate representation of the arts, regions and provinces, official languages, gender, cultural diversity and Aboriginal;
  • succession planning, continuity, pace of turnover and skills/expertise mix of the Board.

Core Attributes, Competencies and Experience

The minimum requirements that all Board members must possess include:

  • A passion and commitment to the arts and cultural sector is critical for the Canada Council, as well as knowledge of the arts community or a background in the arts either as an artist, arts professional, arts administrator or volunteer, combined with the following:
  • experience in or knowledge of public policy;
  • ability to provide wise, thoughtful counsel, to be open to change and innovation, to analyze, ask relevant questions at the strategic level, consider the different stakeholders perspectives, understand situations and problems by addressing underlying issues;
  • demonstrate high ethical standards, integrity, and objectivity;
  • willing to act on and remain accountable for Board decisions, meeting the accountabilities outlined in The Canada Council Act, By-laws of the corporation, Code of ethics and Governance Policy, seeing oneself as serving the interests of Canadians;
  • awareness of the impact of organizational issues, policies and decisions on public interest and concerns;
  • capacity to be sensitive to the differing needs and agendas of multiple stakeholders, and to convince or influence others in order to have a specific impact or effect.

Specific Skills, Knowledge and Experience

In addition to the core attributes, competencies and experience required of each Board member, the following specific skills, knowledge and experience should be possessed by a number of Board members in order to balance out the skillset required of the Board as a whole.

  • knowledge of accounting, investments and financial literacy;
  • experience in dealing with ethics and legal issues;
  • knowledge and experience in areas of information technology, human resources and marketing, and communications;
  • political experience, and experience in advocacy programs;
  • expertise in the field of governance.

Representation

The Board should be representative of the many faces of Canada. The following criteria represent and reflect the society that is served:

  • diversity of gender, language, ethnicity and cultural heritage;
  • persons with disabilities, visible minorities and Aboriginal Peoples;
  • geographic, regional, and urban/rural balance;
  • balance in representation of various arts practices, communities and/or disciplines.

Working Conditions

  • The Board generally meets four times per year in Ottawa.
  • Members are expected to attend each Board meeting and to be available for conference calls when required. The average annual time commitment, excluding committee work is four weeks.
  • Board meetings are conducted in both official languages according to the preference of the person speaking.
  • Members of the Board receive a retainer and honoraria set by the Governor-in-Council, for each day on which they attend a meeting convened by authority of the Canada Council. In addition, members are reimbursed for reasonable travel and living expenses while undertaking these duties.
  • The Canada Council’s Code of Ethics is based on principles and procedures established in the Conflict of Interest Act. These principles and procedures are binding on each member of the Board.

Corporation Mandate

  • CDIC Act and Financial Administration Act

    CDIC was established in 1967 under the Canada Deposit Insurance Corporation Act ("CDIC Act"). The CDIC Act sets out CDIC’s objects, powers and duties, the general terms of deposit insurance, and other governing parameters. CDIC also functions within the legislative framework established by the Financial Administration Act ("FAA"). Further, the Corporation is an agent of Her Majesty in right of Canada and is a Crown corporation named in Part I of Schedule III of the FAA. As such CDIC is subject to a number of other statutory obligations imposed on federal Crowns.

    The Corporation is accountable, through the Minister of Finance, to Parliament for the conduct of its affairs.

  • CDIC's Mandate and Business

    The Corporation’s mandate is to provide deposit insurance and to contribute to the stability of the financial system of Canada, all in a manner that minimizes the Corporation’s exposure to loss. CDIC’s mission is to attain these statutory objects in a professional and innovative manner, meeting the highest standards of excellence, integrity and achievement.

    CDIC’s statutory mandate constitutes the Corporation’s business objectives. CDIC’s Board of Directors annually reviews and develops business strategies to achieve these objectives, which are set out in the Corporation’s five-year Corporate Plan, which is approved by the Governor in Council.

    The Board’s major responsibilities and work, pursuant to its statutory mandate, include inter alia: decisions on strategic direction, including: (a) interventions; and, (b) balancing CDIC’s mandates of loss minimization and of undertaking the non-least cost interventions in systemic cases where failure to do so would seriously undermine the public’s confidence in the stability of the Canadian financial system, on the disposition of real estate and other assets, on the recovery of claims and on the payment of insurance claims. The Board also monitors the compliance of members with legal and supervisory requirements. In addition, it oversees the general management of the Corporation’s affairs and recommends CDIC’s premium rates, corporate plan and budget for approval by the government.

Roles and Responsibilities and Membership: Statutory Requirements

  • Board of Directors Roles and Responsibilities

    Pursuant to the provisions of the FAA, the Directors of the Board have the obligation to act in the best interests of the Corporation and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

    The Board of Directors has approved a Board Charter that reflects these legislative obligations and records the Board’s understanding of its governance responsibilities, including the various means it will undertake to ensure these responsibilities are fulfilled.

  • Membership: Statutory Requirements

    The Board consists of:

    • the Chairperson, appointed by the Governor in Council during good behaviour for a five-year term;
    • five ex officio directors: the Governor of the Bank of Canada, the Deputy Minister of Finance, the Superintendent of Financial Institutions, the Commissioner of the Financial Consumer Agency of Canada (each of whom may appoint an alternate to attend in his/her absence any meeting of the Board), and a Deputy Superintendent of Financial Institutions, or an officer of the Office of the Superintendent of Financial Institutions, appointed by the Minister; and
    • five private sector directors who are also appointed by the Governor in Council during pleasure for a term not exceeding four years. The five private sector directors are recommended to the Governor in Council by the Minister of Finance.

    No private sector director is eligible to be appointed if he/she:

    • is employed in the public service;
    • holds an office or position for which any salary or remuneration is payable out of public monies;
    • is a member of the Senate or House of Commons or a provincial legislature; or
    • is a director, officer or employee of a CDIC member institution.

    Further, the private sector directors are subject to strict rules governing conflicts of interest and must report on their conflicts annually to the Chairperson. (See CDIC’s Code of Business Conduct and Ethical Behaviour for Directors, Conflicts of Interest Code and the Conflict of Interest Act and related government guidelines.)

Suggested Criteria and Skill Sets for Private Board Members

The private sector Directors hold office for a period of up to four years, at the pleasure of the Governor in Council. Their role includes bringing to the Board business judgment coupled with varied expertise and experience relevant to the mandate and activities of CDIC.

The suggested criteria and skills set for the private sector Board members are based upon the following considerations:

  • CDIC’s statutory mandate and powers;
  • the responsibilities of its Board of Directors;
  • the nature and complexity of the matters that come before the Board for analysis, judgment and decision at any time during the country’s various economic cycles; and
  • the Board’s ability to provide strategic direction and advice concerning the Corporation and the Corporation’s performance of its mandate.

The suggested criteria and skills set for private sector Board members are as follows:

  1. Relevant business experience including financial literacy and demonstrated business judgment, particularly in the financial sector.
  2. A range of skills that complement other skills available on the Board.
  3. A capacity to prepare for, attend and actively participate in Board and Committee meetings in Ottawa and elsewhere.
  • Core Attributes, Competencies and Experience
    Independence
    Independence – not currently on the board of directors or an advisory committee of, nor an officer or employee of, a bank, trust company, life insurance company, credit union or a business substantially similar to the business of any of the foregoing companies, or any of their respective affiliates or associations, and free from any interest and any business, professional or other relationship with any of the foregoing or with CDIC which could, or could reasonably be perceived to, materially interfere with the person's ability to act independently with a view to the best interests of CDIC.
    Integrity
    Personal qualities of integrity and high ethical standards. In this regard, Board members are expected to adhere to CDIC’s Code of Business Conduct and Ethical Behaviour for Directors, CDIC’s Conflicts of Interest Code, as well as applicable provisions of the Conflict of Interest Act and related government guidelines.
    Wise, thoughtful counsel
    The ability to provide wise, thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives, and understand situations and problems by addressing underlying issues, as demonstrated in their business or professional experience.
  • Specific Skills, Knowledge and Experience

    The Board's collective skills and experiences should include individuals knowledgeable in accounting or financial management, individuals with experience in those parts of the legal and accounting professions concerned with auditing, commercial law, corporate finance, receiverships, bankruptcies and insolvencies, company restructurings, mergers and acquisitions and individuals with experience in risk management, consumer issues related to financial institutions, corporate governance, and communication.

  • Representation

    Private board members should reflect a linguistic diversity, representing the two official languages. Consideration should also be given to the perspectives and experience that candidates diverse in gender, ethnic background and regional residence can bring to the Board. The Board has tended to have private sector directors appointed from Atlantic Canada, Quebec, Ontario, and Western Canada.

  • Working Conditions

    The Board generally meets about four to six times per year. Each private sector director normally serves on two Committees of the Board, each of which usually meets at least twice a year, mostly in conjunction with Board meetings.

Mandate of CDEV

Canada Development Investment Corporation (CDEV), a federal Crown corporation, was incorporated in 1982 to provide a commercial vehicle for Government equity investment and to manage commercial holdings of the Government. The Articles of Incorporation give CDEV a broad mandate. CDEV’s primary objective is to carry out its activities in the best interests of Canada, operating in a commercial manner.

In November 2007, the Minister of Finance indicated by letter to the Chairman that the future operations of CDEV “should reflect a future focused on the ongoing management of its current holdings in a commercial manner, providing assistance to the Government in new policy directions suited to CDEV’s capabilities, while maintaining the capacity to divest CDEV’s existing holdings, and any other government interests assigned to it for divestiture, upon the direction of the Minister of Finance.”

CDEV’s vision and mission, as approved by its Board of Directors, are as follows:

CDEV'S VISION: To be the Government of Canada’s primary resource for the evaluation, management and divestiture of its commercial assets.

CDEV'S MISSION: Acting in the best interests of Canada, on behalf of the Minister of Finance, we bring excellent business judgement and commercial practices to the evaluation, management and divestiture of assets of the Government of Canada.

In addition to certain activities of its own, CDEV has three wholly-owned subsidiaries: Canada Hibernia Holding Corporation (CHHC), Canada Eldor Inc. (CEI), and Canada GEN Investment Corporation (GEN). CHHC owns and manages a working interest in the existing Hibernia offshore oil development project. CEI has no operations, but has responsibility for servicing liabilities, chiefly arising from the 1988 agreement of purchase and sale with Cameco Inc. GEN was incorporated in 2009 and held interests in General Motors Company (GM) that it acquired pursuant to a directive issued by the Cabinet and which have now been sold.

Since CDEV’s inception in 1982, it has been effective in the management and divestiture of corporate interests of the Crown. The assets sold on behalf of the Crown by CDEV through 2014 include Canadair Limited, de Havilland Aircraft of Canada Limited, Teleglobe Canada, Fishery Products International Limited, Canada Development Corporation, Nordion International Inc., Telesat Canada, shares of Cameco Corporation, common shares and preferred shares of General Motors, and interests in Chrysler. In 2009, the Minister of Finance requested that CDEV participate in the Government’s on-going review of corporate asset holdings, referred to herein as the Corporate Asset Management Review. In this role, CDEV retains advisors to provide financial, legal or technical analysis of those corporate holdings of Canada as requested by the Minister. CDEV monitors the advisors and reviews their reports prior to their being submitted to Canada. In some cases, CDEV is assigned responsibility to assist the Crown in divesting the corporate holdings reviewed (e.g. Ridley Terminals Inc. and Dominion Coal Blocks).

CDEV has a management team based in Toronto headed by the Executive Vice-President, whose role is to work closely with external consultants, contractor specialists and the Board to ensure the effective functioning of CDEV and its subsidiaries. CHHC has a separate management team based in Calgary that is experienced in the oil industry. This CHHC team, headed by its President and CEO, provides expertise in technical, marketing, transportation and financial areas of operation.

Role and Responsibilities

The CDEV has adopted a Board Charter which explicitly describes its responsibility for the stewardship of CDEV. Outlined below is a sampling of some of the roles CDEV’s board fulfills in order to assist director candidates with understanding the business issues that CDEV’s board regularly deals with:

  1. To supervise and oversee the conduct of the business and affairs of CDEV. This entails supervising management.
  2. To ensure that CDEV’s assets and liabilities are managed in a cost effective manner until such time they are divested or transferred to the government.
  3. To provide advice to the Minister about appropriate commercial strategies for the divestiture of assets.
    • Monitoring market opportunities
    • Providing commercial advice to the Minister about timing and procedures for divestitures
    • Engaging appropriate advisors
    • Negotiating transactions
  4. To manage the divestiture of assets (either essentially as principal or as agent) in accordance with the Government’s objectives which will often include maximizing the net return to the Government.
    • Engaging financial advisors to conduct or provide advice about sales
    • Evaluating the advice of advisors
    • Managing and monitoring the divestiture process
  5. To supervise the process in which CDEV provides services to assist the Minister of Finance with the Government’s Corporate Asset Management Review program.
  6. To supervise the management of other issues which may arise and to ensure CDEV remains prepared to assume management and divestiture of any other government interests assigned to it for divesture, in a commercial manner (unless directed otherwise).

A copy of the Board Charter can be made available to director candidates if desired.

Challenges and Issues

CDEV’s portfolio presents significant challenges:

  • Given the large number of historically-related issues that the Corporation faces and the limited staff, continuity in board membership and strong skills, particularly in the financial area, are important. Because a significant amount of the work is conducted by consultants, CDEV must be able to identify innovative consultants and negotiate appropriate contracts.
  • The Canada Eldor issues require sensitivity to environmental remediation concerns and the public policies and legislation applicable to them.
  • The government’s interest in Hibernia is a very valuable asset but one that will present unique challenges when divested.
  • CDEV’s mandate is very broad and largely undefined in terms of specific responsibilities other than commercial divestiture.  Directors should be competent to deal with businesses in a wide range of activities.

Stakeholders and Other Interested Parties

CDEV reports to the Minister of Finance but both CHHC and Canada Eldor are of interest to other Ministers and departments, notably the Ministers of Natural Resources and Environment. The asset review assignments and recent agency divestiture assignments also involve other Ministers and departments from time to time.

CDEV does not currently need to communicate or deal with the public to a significant extent however the need to do so could arise at the time of divestitures or because of mandate changes. The Corporation is aware that as a Crown corporation it is desirable to provide general information to the public about its business. A website for the Corporation is accessible by the public and the Corporation holds annual stakeholder meetings.

Core Attributes, Competencies and Experience

Every director of CDEV is expected to have the following competencies and experience:

  • Financially literate:  an ability to read, understand, and analyze financial statements
  • Informed judgement:  ability to provide wise counsel and consider strategic impact and relevant stakeholder perspectives
  • Mature policy and financial judgment:  experience in making major decisions or providing recommendations regarding major decisions which have large financial and public policy implications
  • Integrity and accountability:  a record of responsibility and taking accountability, dedication and loyalty
  • Receptivity and impact:  ability to work in a collegial fashion, respecting the sometimes differing views of others and the ability to appropriately influence others in order to have a specific impact or effect
  • Commitment:  commitment to the Canadian public interest and to self-improvement and growth as a director

Specific Skills and Competencies

One or more directors on the CDEV Board should have the following skills, experience or competence:

  • Financial expertise; professional accounting or finance accreditation and experience, particularly business valuation techniques
  • Experience in dealing with investment bankers, the financial community and public markets
  • Experience in senior positions related to commercial and market operations
  • Experience as director in other medium or large corporations including, in particular, service on audit committees
  • Experience in dealing with central government ministries
  • Accreditation and experience in corporate law
  • Experience in privatization transactions (asset and share deals) including structuring and negotiating sales to third parties through private sales, auction processes or public offerings
  • Experience in business operations
  • Experience in human resources matters
  • Experience in risk assessment and management

Representation

In addition to representation in terms of experience (as outlined in the preceding section), the membership of CDEV’s Board should continue to reflect gender diversity and to represent the geographical regions of Canada.

Working Conditions

  • There are typically five full Board meetings a year and occasional conference call Board meetings (to deal with approval of quarterly financial statements periodically and to deal with other matters as they arise).  The Board also annually holds a one day retreat.
  • Full Board meetings normally require two days and additional travel and preparation time.
  • Most Board members serve on one or more board committees, as well as boards and committees of CDEV subsidiaries.
  • As a Governor in Council appointee, CDEV directors are subject to any restrictions generally applicable to such appointees, including the Conflict of Interest ActCDEV directors are also subject to the conflict of interest provisions in the Financial Administration Act and the Canada Business Corporations Act, as well as those in CDEV’s by-laws.  CDEV’s Board is also subject to a CDEV-specific Code of Conduct, including conflict of interest guidelines.  These statutes and the CDEV guidelines will not necessarily prevent a person with a conflicting interest from becoming a Board member but will limit the ability of that individual to participate in a decision of the Board on certain matters in which that director had a conflicting interest.
  • CDEV directors are remunerated in accordance with Governor in Council approved rates and, currently, also in accordance with the Remuneration Guidelines for Part-time Governor in Council Appointees in Crown Corporations. Directors (unless they decline) are paid annual retainers and per diem fees (including for traveling to and preparing for and attending Board and committee meetings) at approved rates and receive reimbursement of their reasonable expenses incurred in connection with their CDEV responsibilities in accordance with travel and expense guidelines and policies adopted by the CDEV Board from time to time.

The Corporate Context and Mandate

Canada Lands Company Limited (CLCL) is an arm’s length, self-financing federal Crown corporation, which reports to the Parliament of Canada through the Minister of Transport, Infrastructure and Communities. It is a Canada Business Corporations Act (CBCA) corporation listed in Schedule III, Part 1 of the Financial Administration Act (FAA) and is an agent of Her Majesty. The corporation has one wholly-owned subsidiary:

  • Canada Lands Company CLC Limited (CLC), a non-agent Crown corporation, which carries out the core real estate business, owns and manages Canada’s National Tower (the CN Tower), and is active in 20 municipalities across Canada.

CLCL also holds shares in trust for Her Majesty, in right of Canada, of two other Crown corporations: Old Port of Montréal Corporation Inc., and Parc Downsview Park Inc., both agent Crown corporations, reporting to Parliament as if they were parent Crown corporations.

CLCL optimizes the financial and community value from strategic properties no longer required for program purposes by the Government of Canada. It works through its CLC subsidiary to purchase such surplus properties at fair market value, which properties it may resell either with or without improvements through development or, in certain cases, retain and manage, in order to optimize the benefit both for CLCL’s sole shareholder, the Government of Canada, and for local communities.

The corporation’s activities ensure that government properties are redeveloped or managed in accordance with their highest and best use, and that they are harmoniously reintegrated into local communities to meet the needs of Canadians.

Each of CLCL and CLC is expected to be self-financing and is authorized to use private sector sources of funding and such standard financial instruments and arrangements as appropriate. While striving to maximize commercial viability with the inventory of properties that CLC purchases, CLCL and CLC may also take into account any relevant strategic considerations of the Government of Canada. Strategic planning and time horizons for corporate activities are designed to achieve the most effective manner of balancing both the financial and community value objectives identified by the respective Boards of Directors (the “Boards”).

Values
Innovation • Value • Legacy

Innovation:

CLC seeks innovative solutions to create communities that are clean, safe and offer a high quality of life.

Value:

CLC undertakes projects that are financially sound and provides returns to the Government of Canada, its sole shareholder.

Legacy:

CLC’s projects provide lasting benefits for future generations in the communities where it operates.

Overall Role and Responsibilities of the Boards

Pursuant to Part X of the FAA and the CBCA, the Boards are responsible for the management of the businesses, activities and other affairs of their respective corporations. In fulfilling their responsibilities, the Boards direct the overall strategy of their corporations, evaluate their performances and seek to ensure that proper leadership and accountability systems are in place. On a day-to-day basis, meanwhile, the President and Chief Executive Officer (“CEO”) is responsible and accountable for the conduct of the business and other activities of both CLCL and CLC. The CEO is also a Director of CLC.

Specific Responsibilities of the Boards

The Boards explicitly assume responsibility for the stewardship of their respective corporations. Their stewardship responsibilities are carried out under the following broad categories:

  1. Integrity – Legal and Ethical Conduct – responsible for promoting a culture of integrity and of ethical business conduct throughout the corporations.
  2. Strategic Direction - facilitate the achievement of long-term goals by overseeing the corporations’ strategic planning processes.
  3. Identification and Management of Risk and Internal Controls - ensure adequate systems in place to evaluate, monitor and manage effectively the principal risks affecting operations and fulfillment of mandates.
  4. Leadership Development and Succession Planning - oversee the appointment and discharge of all executive officers, regularly review the Management succession plan and promote programs to develop leadership throughout the corporations.
  5. Importance of Information - ensure the integrity of CLC’s information systems and management practices, thereby ensuring that the information provided to the Government of Canada, through the responsible Minister, accurately reflects the corporations’ state of operations and plans for the future.
  6. Board Development and Independence - acknowledge the importance of development initiatives for Directors as a means for ensuring that the Boards remain effective.

Directors are appointed by the Minister, with the approval of the Governor-in-Council and with input from the corporation. The seven existing Directors who currently make up the Board represent regional, linguistic and gender balance and have expertise in the areas of governance, real estate, law, finance, human resources management and community affairs.

Core Attributes, Competencies and Experience of All Directors

Directors of the corporation are selected with the following criteria in mind:

Core Attributes

Political sensitivity – given that the corporation’s sole shareholder is the Government of Canada, it is important for Directors to ensure that the strategic direction of the corporation is in line with government policy objectives; experience in or knowledge of public policy would be an asset.

Informed judgment – Directors must be able to provide wise, thoughtful counsel, analyze situations, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives and resolve situations and problems by knowing how to address underlying issues.

Integrity and accountability – high ethical standards and integrity are required by the corporation, including being willing to act on and remain accountable for Board decisions, meeting the accountabilities outlined in the articles and by-laws of the corporation, seeing themselves as serving the interests of Canadians, and supporting the corporation’s commitment to corporate social responsibility, including the interests of its key stakeholders.

Specific Skills, Knowledge and Experience

Business experience – in line with the mandate and vision of the corporation it is important that Directors possess relevant business experience at least in the areas of real estate, finance, law, economics, human resources or corporate social responsibility.

Municipal/local background – given that CLC works in communities across the country, significant local government profile is required as well as an appreciation of, and/or experience in, the hospitality/tourism industry with a food and beverage component.

Representation

Regional representationCLC has properties located across Canada; therefore, it is important to have Directors from across Canada. Board meetings are held in the communities where the corporation holds properties, and the ability to travel is a requirement. At the moment the corporation does not have properties in Nunavut, the Yukon and Northwest Territories, but there is always the possibility that the corporation may acquire properties in these areas in the future.

Gender, linguistic mix – The corporation is subject to the social policy objectives of the federal government; therefore, it attempts to maintain a balance on its board in the areas of linguistic, gender and cultural mix.

CMHC Mandate

CMHC is committed to housing quality, affordability and choice for Canadians. For over 65 years, CMHC has been helping Canadians meet their housing needs by ensuring the availability and accessibility of housing funding; improving housing by being a source of reliable and objective housing information; and participating in assisted housing initiatives. Operating under the Financial Administration Act, CMHC’s role and responsibilities are defined in the Canada Mortgage and Housing Corporation Act and the National Housing Act (“NHA”). With its head office in Ottawa, the Corporation has five regional business centers and other local offices across Canada. The Corporation employs approximately 2000 people.

CMHC’s mandate, as defined in the NHA, is to: “promote housing affordability and choice, to facilitate access to, and competition and efficiency in the provision of, housing finance, to protect the availability of adequate funding for housing at low cost, and generally contribute to the well-being of the housing sector in the national economy.” The statutory objectives for CMHC’s commercial operations are further specified in the NHA as follows:

  • to promote the efficient functioning and competitiveness of the housing finance market;
  • to promote and contribute to the stability of the financial system, including the housing market; and
  • to have due regard to the Corporation's exposure to loss.

Role and Responsibilities of the Board of Directors

The management and operations of CMHC are overseen by its twelve-member Board of Directors. The Board consists of the Chairperson, the President and CEO, the Deputy Minister of the Minister responsible for CMHC, the Deputy Minister of Finance, and eight other directors. With the exception of the President and CEO, all CMHC Directors are independent of management. Except for the Chairperson, the President and CEO, and the two Deputy Ministers who are all appointed to their respective office directly by the Governor in Council, all Members of the Board are appointed by the Minister responsible for CMHC subject to the approval of the Governor in Council.

The Board of Directors is responsible for managing the affairs of the Corporation and the conduct of its business. The Board of Directors has responsibility for the overall stewardship of the Corporation. It has a duty to protect the long-term interests of the Corporation, safeguard the Corporation’s assets and to be prudent and professional in fulfilling its duties.

As steward of the Corporation, the Board carries out activities under the following broad categories:

  • Strategic Planning: The Board oversees, reviews and approves CMHC’s strategic direction, plans/budget, and priorities (on an annual basis) taking into account government direction, public policy objectives, business opportunities and risk appetite.
  • Risk Management: The Board reviews, approves and monitors processes and policies in place to identify, manage and mitigate the principal risks affecting CMHC’s activities, including CMHC’s Enterprise Risk Management framework. The Board reviews and approves CMHC’s funding and investment policies. The Board also ensures that any recommendations made by the Superintendent of Financial Institutions pursuant to an examination or inquiry are adequately addressed.
  • Financial Management, Reporting and Internal Controls: The Board oversees and ensures the integrity and effectiveness of internal controls and management information systems, and ensures the integrity of the financial statements, projections, and audit results.
  • Corporate Governance: The Board ensures the highest standards of corporate governance, including reviewing and approving corporate governance procedures and structures applicable to CMHC.
  • Standards of Conduct: The Board helps promote a culture of integrity throughout the Corporation by ensuring CMHC operates at all times in compliance with applicable laws, regulations, policies, guidelines and standards of ethical conduct.
  • Evaluation and Succession Planning: The Board oversees and formally evaluates the performance of the CEO each year, and establishes, monitors and evaluates corporate performance against corporate objectives. The Board also oversees the appointment, remuneration and other benefits of the corporate officers of the Corporation; and reviews and approves the Corporation’s compensation and management succession plans.
  • Communications and Public Disclosure: The Board ensures that the Corporation effectively communicates with the Minister (through the Chairperson, and the President and CEO) and with stakeholders and the public. It also ensures that reporting is timely and comprehensive.
  • CMHC Pension Fund: The Board establishes, monitors and reviews, as appropriate, the design of CMHC’s pension plans and funding and investment policies and strategies.

Core Attributes, Competencies and Knowledge of Directors

All Directors of CMHC are expected to have the following attributes, competencies and knowledge:

Informed Judgment: Ability to analyze; to provide wise, thoughtful counsel; to ask relevant questions at the strategic level; to consider different stakeholders’ perspectives; and to understand situations and problems by addressing underlying issues.

Initiative and Self-Confidence: Ability and confidence to take action to address current or future problems or opportunities, and to engage and challenge management whenever necessary.

Integrity, Trust and Accountability: High ethical standards and integrity; willingness to act on and be accountable for Board decisions; ability to meet the accountabilities outlined in the law and by-laws governing the Board of Directors, and to see oneself as serving the interests of Canadians.

Impact and Influence: Awareness of the impact of organizational issues, policies and decisions on public interest and concern; capacity to be sensitive to the differing needs and priorities of multiple stakeholders, and to act to convince or influence others in order to have a specific impact.

Financial Acumen and Literacy: Ability to read and assess financial statements (or, as necessary, willingness and ability to acquire this skill within a reasonable period of time following the date of appointment).

Knowledge of CMHC’s Commercial Operations: Understanding of Canada’s housing finance system and of CMHC’s mortgage insurance and securitization operations (or, as necessary, willingness and ability to acquire this knowledge within a reasonable period of time following the date of appointment).

Respect and Commitment: Respect and openness for the views of others; encouragement of open discussion; and commitment to excellence in oversight of CMHC as the Corporation carries out its mandate.

Special Skills, Knowledge and Experience

In addition to the core attributes and competencies discussed above, CMHC requires Board members who, individually and collectively, bring specific skills, knowledge, and experience. These include:

Audit Committee Financial Expert Knowledge: CA, CGA or similar professional accounting designation; considered an audit committee financial expert as per the Treasury Board of Canada definition or the Ontario Securities Commission definition, and having had experience in the audit of large complex corporations (ideally a financial institution).

Experience in a Senior Position in Risk Management: Extensive experience at a senior level in a broad cross functional role in risk management at a major financial institution or at a company with a large specialized risk management practice; or, alternatively, experience in a prudential regulatory agency or central bank at a senior management level, or experience at a senior management level in a financial government entity or agency that requires the management of complex financial risks. Relevant skills include determining, mitigating and managing risks pertaining to the corporations’ or clients’ activities, and determining principles, standards and guidelines for managing risks.

Real Estate Experience: Experience in a senior management position at a large company within the real estate building and development industry.

Social/Affordable Housing Expertise or Experience: Knowledge and experience directly relevant to CMHC’s social housing and affordable housing operations.

Human Resources and Performance Management Expertise or Experience: Expertise or experience in managing the Human Resources function of a large corporation, and in monitoring and evaluating corporate performance against corporate objectives, as well as in assessing executive performance.

Requirement for Relevant Financial Industry Experience

Notwithstanding the skills requirements in section 4, the majority of Directors (excluding the Deputy Minister of the Minister responsible for CMHC and the Deputy Minister of Finance) should demonstrate relevant financial industry experience at a senior level or meet the requirements set out in section 4 for a senior position in risk management. Areas of particular relevance include banking, insurance, capital markets, mortgage underwriting, and risk management.

Regional representation, official languages and diversity

The Government is committed to ensuring that its appointments are representative of Canada’s regions and official languages, as well as of women, Aboriginal people, persons with disabilities, and visible minorities.

Working Conditions

The Board as a whole normally meets four times per year in Ottawa. Two other Board meetings, in the spring and the summer, are normally held outside Ottawa. All members of the Board except for the President and CEO serve on a part-time basis.

In addition to attending all meetings of the Board, some members of the Board may also serve on a committee of the Board (e.g. the CMHC Audit Committee, Risk Management Committee, Corporate Governance/Nominating Committee, Human Resources Committee and Pension Fund Trustees Committee). The Board Committees meet on average four times per year, in Ottawa or at Board meetings held outside Ottawa.

Remuneration

Directors are remunerated in accordance with the fees and rates set by the Federal Government for non-public service part-time members of the Board of Directors of CMHC. As of October 1, 2000, the following fees and rates apply:

  1. Retainer: $7,200.00 per year for the directors and $14,300 for the Chairperson;
  2. Remuneration at the rate of $500 per day for attendance at Board and Committee meetings for the directors and $555 for the Chairperson;
  3. Remuneration at the rate of $500 per day for the directors, and $555 per day for the Chairperson, for other Corporation services, including special executive, analytical or representational responsibilities on behalf of the Corporation.

Conflict of interest guidelines, Eligibility requirements under the CMHC Act and Conflict of Interest Act

CMHC is committed to maintain the highest level of ethical standards and integrity and, to this end, provides Directors with a process for reporting and resolving conflicts of interest on a timely and ongoing basis. Every Member is responsible for taking such action as is necessary to prevent real, potential or apparent conflicts of interest.

As Public Office Holders, Directors are subject to certain parts of the Conflict of Interest Act and the CMHC Conflict of Interest Guidelines. Directors are also subject to the eligibility provisions of the Canada Mortgage and Housing Corporation Act.

Corporation Mandate

Canada Post is a financially self-sustaining Crown corporation, which reports to the Government of Canada, that’s a vital part of the Canadian economy, employs 72,000 Canadians within the Canada Post group, and connects millions of individuals, communities and companies to each other and to the world. Canada Post and its affiliates spend more than $2.8 billion annually on goods and services, thereby creating an additional 30,000 jobs. Every business day, Canada Post delivers some 45 million pieces of mail to approximately 15 million residential and business addresses; this delivery network expands by about 200,000 addresses every year. There are more than 23,000 delivery routes in Canada. Canada Post also has more than 6,600 post offices, giving it the largest retail network in Canada.

Roles and Responsibilities

The role of the Board of Directors is explicitly supported by the statutory framework within which Canada Post operates (the Canada Post Corporation Act and the Financial Administration Act), the Corporation’s bylaws, and its Statement of Board Values and Board Charter.

The Board is responsible for overall guidance on the strategy, business plans and related affairs of the Corporation. It is responsible for overseeing Canada Post on behalf of the Shareholder. In carrying out its oversight role, it is the Board that holds management accountable for business performance and achievement of the Corporation’s other objectives. To fulfill these responsibilities, the Board is called upon to exercise judgment in the following areas:

  • Canada Post's Strategic direction and Corporate Plans;
  • major contracts;
  • safeguarding Canada Post's resources;
  • establishing and implementing processes for the recruitment of senior officers and Board members;
  • monitoring corporate performance; and
  • providing timely reports to the Shareholder.

As overseer of a $7-billion commercial and financially self-sufficient enterprise, the Board must bring strong business judgment, and valuable experience and insight in other fields, to the stewardship of the Corporation. In order to provide strong oversight for such a large, complex and important company, the Board must devote approximately 35 days per year to its deliberations.

Challenges, Issues, and Initiatives

Definition of risk

The pace of globalization and technology has broadened the risks that companies need to consider. Canada Post’s competition is more prevalent than ever, and slim margins make it even more important to understand and mitigate risks to ensure that we maintain and grow our profitability, particularly in light of the major investment program we initiated in 2007. Canada Post defines risk as any event or condition that could impact the Corporation’s ability to meet its key strategic, financial and organizational objectives.

Funding Requirements

Given the significant investment required for critical infrastructure renewal under Postal Transformation and potential pension funding requirements, the need for increasing financing sources remains a significant risk. Currently, the amount Canada Post can borrow in the market is capped at $300 million, subject to approval by the Minister of Finance. This borrowing limit does not match our needs. Access to outside capital is a critical step to making the investments necessary to ensure continued service by renewing our physical infrastructure, equipment and technology.

Economic Impact

Canada Post will be undergoing its important transition to the Modern Post at a time when economic performance forecasts are increasingly pessimistic. All Canadian businesses, including Canada Post, its subsidiaries and customers, will be affected by shifting market expectations and conditions. In addition to their potential negative effect on revenue growth, financial markets also have an important impact on the valuation and expenses pertaining to the Canada Post Pension Plan. Of particular note are the risks associated with the fluctuation of interest rates affecting the value of both the Pension Plan’s assets and the obligations thereby impacting the planned level of funding. In addition, Canada Post is assessing its options relating to the Modern Post renewal. The total amount of incremental capital spending will be based on what we can afford.

Competition

The company continues to face aggressive competition in its market segments as well. These trends and pressures will continue to put pressure on market shares, volumes and pricing. Globalization has introduced our competitive products, especially parcels and express/courier, to intense and increasing competition from well-resourced multinational corporations. The rise of the Internet as a marketing channel has created a new competitive challenge to direct mail. The speed of technological advances and the resulting customer demands pose an additional risk if we are not able to respond to market expectations in a timely manner.

Decline in Volumes

After predicting erosion for many years, Canada Post experienced a significant decline in lettermail volumes in 2008. Increased competition from international outbound re-mailers, shifts to electronic bill presentment, and consolidation of bills mean this erosion will likely continue. Although at this time, lettermail volumes are not expected to erode sharply in the near future, the economic downturn could cause accelerated declines. As well, experience from Posts around the world suggests volumes will continue to decline every year. At the same time, our costs continue to grow while the number of addresses increases across the country and the volume of lettermail received by each address is declining.

Public Policy Considerations

As a Crown corporation, Canada Post’s ability to plan and execute business strategy is influenced by public-policy considerations. The company’s legal framework requires the Corporation to provide a universal service, while operating on a self-sustaining financial basis. Often public-policy objectives are established to take priority over commercial considerations.

Health and Safety

Safety and health concerns are other major risks for Canada Post. These concerns can be divided between accidents or injuries due to unsafe working conditions or human error and ergonomic issues. Reducing the level of accidents for all employees continues to be a main focus for the company.

Core Attributes, Competencies and Experience

This section describes the skills and behaviours that should be demonstrated by all the directors.

Financial Literacy

The ability to read and assess financial statements.

Informed Judgment

The ability to provide wise, thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives, understand situations and problems by addressing underlying issues.

Integrity and Accountability

Demonstrating high ethical standards and integrity, being willing to act on and remain accountable for Board decisions, meeting the accountabilities outlined in the law, by-laws and rules of the Board, seeing oneself as serving the interests of Canadians, and supporting the corporation’s commitment to corporate social responsibility, including the interests of its key stakeholders.

Impact and Influence

The awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect.

Board Experience

Previous Board experience preferably in a for-profit organization, and at the minimum in a not-for-profit organization.

Specific Skills, Knowledge and Experience

This section describes the skills and knowledge that are needed for the Board as a whole, but not necessarily in each director.

Corporate Governance

Knowledge of principles of good corporate governance, including familiarity with current developments and emerging practices with respect to duties of directors towards the corporation, such as the duty to disclose, duties with respect to conflicts of interest and other duties of a legal and ethical nature.

Financial Expertise

CA or CGA professional designation, having had experience in the audit of large complex corporations.

Knowledge of Human Resources

Having had extensive experience at a senior level in managing the Human Resources function of a large corporation. Determining Human Resources strategies in order to reach corporate objectives, hiring, training and retaining appropriate resources, setting principles and policies for compensation.

Knowledge of Information Technology

Having had extensive experience at a senior level in managing the Information Technology function of a large Corporation. Determining Information Technology strategies in order to reach corporate objectives, application development, application management and software.

Knowledge of public and social policy, government and stakeholder relations

Having extensive experience of the processes for formulating and implementing public and social policy objectives and of organizational structure of government (whether federal or provincial), its rules, guidelines and practices. The ability to understand and take the interests of different stakeholders, including customers and potential customers, into account in the decision making process.

Large enterprise CEO

CEO – having had the experience of being responsible for the management of a large sophisticated commercial corporation whether public or privately held in Canada, management of a network, and being versed in best practices in governance.

Performance Management and Evaluation

Experience in monitoring corporate performance against the strategic and business plans, including assessing operating results to evaluate whether the business is being properly managed; the ability to assess the effectiveness of the Board in fulfilling its responsibilities, including monitoring the effectiveness of individual directors; and experience in developing indicators to measure Executive performance and assess the performance of the CEO.

Risk Assessment and Risk Management

The ability to identify the principal risks of Canada Post’s businesses and ensure that appropriate systems are in place to manage these risks.

Senior position in investments generally

Extensive experience at a senior level in the investment industry as a professional, investment analyst or Chartered Financial Analyst (CFA) involved in determining the strategy, policies, broad principles for the Investment activities, as well as approving transactions.

Strategic Planning

The abilities necessary to provide input to management on emerging trends and issues, to review and provide input on corporate plan and sector strategies, and to review and approve Canada Post’s financial objectives, plans and actions, including capital allocations and expenditures, marketing and sales.

Other Skills

Experience and skills in other areas not mentioned above that may be needed on the Board as determined by the Board or its Nominating Committee, from time to time.

Representation

In addition to representation in terms of commercial sector and experience (as outlined in the preceding sections), the membership of Canada Post’s Board should represent the geographical regions of Canada and maintain gender and cultural representation, and efforts should be taken to ensure that the Board represents the diversity of Canada’s population.

Working Conditions

In light of the size of the company in terms of number of employees, value of investment and dollar value of business transacted, it should be anticipated that board members will devote at least 35 days a year to the business of the company. This includes Board meetings, Committee meetings, travel time and participation in an annual multi-day strategy session. While it is important to ensure that there is a fresh view brought to the Board, given the complexity of the business it is equally important to ensure that there is continuity at the Board. Hence terms of Board members should be set so as to ensure that there is continuity of experience and recollection of corporate history.

CATSA's Mandate

CATSA's mandate is to take actions, either directly or through a screening contractor, for the effective and efficient screening of persons who access aircraft or restricted areas through screening points, the property in their possession or control and the belongings or baggage that they give to an air carrier for transport. Restricted areas are those established under the Aeronautics Act at an aerodrome designated by the regulations or at any other place that the Minister may designate.

CATSA's responsibilities fall into four major areas:

  • Pre-board screening of passengers and their belongings;
  • Acquisition, deployment, operation and maintenance of explosives detection systems at airports;
  • Implementation of a restricted area identification card;
  • The screening of non-passengers entering airport restricted areas.

Roles and Responsibilities

The Board of Directors has responsibility for the overall stewardship of the Authority. It has a duty to protect the long-term interests of the corporation, safeguard the Authorities assets and to practice due diligence in its decision-making. The Board is accountable to the Minister and the Government.

Key Roles and Responsibilities of the Board are to:

Strategic Direction and Public Policy

  • interpret and implement the corporate mandate and set the strategic direction of the Authority;
  • receive and implement written policy directives from the Minister;
  • ensure that the Authority communicates effectively with Government, other stakeholders and the public;
  • ensure full and fair reporting of the stewardship of the Authority.

Financial Oversight

  • ensure diligent financial management of the corporation;
  • establish an audit committee composed of financially literate directors;
  • ensure that the corporation has adequate resources and is efficient and effective in its operations;
  • approve audit plans and receive internal audit reports;
  • receive and review Annual Auditor’s Report and maintain ongoing contact with both the Internal and External Auditors.

Corporate Oversight

  • appoint the President and CEO and annually evaluate the President and CEO position and his/her performance and recommend performance pay;
  • develop an effective working relationship with management;
  • provide advice and support for the CEO, without interfering in day-to-day management of the Authority;
  • approve the Corporate Plan and Capital and Operating Budget submissions to Minister;
  • approve and submit Annual Report to Minister;
  • ensure that mechanisms are in place to identify corporate risks, specify the priority risks and to create and update risk management plans;
  • oversee management and corporate performance;
  • review and approve corporate-wide policies, such as codes of ethics and contracting;
  • make the critical strategic decisions that contribute to organizational effectiveness;
  • bring an outside perspective to corporate deliberations.

Challenges, Issues and Initiatives

Particular challenges include:

  • CATSA is transitioning from start-up to steady state;
  • Evolving aviation security landscape;
  • Sustainable financing for the organization;
  • Effective and focused planning, particularly regarding technology acquisitions for future security needs for the travelling public.

Core Attributes, Competencies and Experience

CATSA’s Board of Directors has created a Competency Profile. The Competency Profile provides a description of the abilities that a Director on CATSA’s Board of Directors should possess and establishes a set of skills, knowledge and judgments required for competent performance by members of the Board.

The Competency Profile is also designed to guide the Chairperson in determining the various committees’ members and to assist the Minister in making competent appointments when filing vacancies on the Board.

Core Competencies:

These competencies are used for the basic functions of the Board, in particular in their advisory tasks and represent the foundation for a competent performance.

  1. Previous Board Experience
  2. Business Experience
  3. Human Resources Management
  4. Financial Competency
  5. Legal knowledge

Technical Knowledge:

Although this knowledge is not indispensable to execute a Director's responsibilities, it is useful for Directors collectively, when participating in strategic decision-making and applying their judgment.

  1. Security Expertise
  2. Intelligence Expertise
  3. Aviation Experience
  4. Information Technology and Equipment Installations
  5. Knowledge of Government
  6. Labour Relations
  7. Media/Communications
  8. Computer Competency

Desirable Personal Traits:

The following traits are not formal requirements but are desirable for a competent Director.

  1. Ability to present opinions
  2. Adaptability
  3. Sound judgment
  4. Collegiality/Dependability
  5. Ability and Willingness to listen

Informed Judgment

The ability to provide wise, thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives, understand situations and problems by addressing underlying issues.

Integrity and Accountability

Demonstrating high ethical standards and integrity, being willing to act on and remain accountable for board decisions, meeting the accountabilities outlined in the law, by-laws and rules of the board, seeing oneself as serving the interests of Canadians.

Impact and Influence

The awareness of the impact of organizational issues, policies and decisions on the air transport sector and the travelling public. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect.

Financial Literacy

The ability to read and assess financial statements.

Public Policy

Experience in or knowledge of public policy.

Specific Skills, Knowledge and Experience

Skills

  • Proficiency in both official languages is an asset, but not essential
  • Communication skills
  • Strategic thinking

Knowledge

  • Financial competency – ideally will have professional designation, or extensive knowledge through education or experience
  • Knowledge of good governance principles
  • Knowledge of Federal government
  • Knowledge of risk management and/or audit and/or human resource management

Experience

  • Previous experience reporting to, sitting on, or leading a Board of Directors
  • Major project management experience
  • Specialized knowledge, education or experience in any of the following:
    1. Legal or
    2. Labour relations or
    3. Public policy experience or
    4. Media/communications experience or
    5. Client services/marketing
  • Sector Experience in the following would be an asset:
    1. Aviation industry experience or
    2. Transportation (non-aviation) industry experience or
    3. Security industry experience or
    4. Intelligence industry experience

Representation

The CATSA Board will strive to be representative of the Canadian population and Canada’s geographic regions.

Working Conditions

  • CATSA directorships are part time appointments. The Board is required to meet at least four (4) times a year (and generally meet more often) and may be required to participate in Committees and teleconference meetings as required. There are currently four (4) standing committees which consist of the Audit Committee, the Corporate Governance and Human Resources Committee, the Pension and Benefits Committee and the Strategy Committee.
  • The average annual time commitment (excluding Chair) is 20 days. Committee work may require additional days.
  • Directors may be called upon to sit on two (2) or more Committees.
  • Directors must comply with the CATSA Board of Directors’ Code of Conduct and Ethical Behaviour.
  • Pursuant to the CATSA Act, a director:
    1. must be a Canadian citizen or permanent resident;
    2. cannot be a member of the Senate, the House of Commons or a legislature;
    3. cannot be a full time public servant of Canada or a province; and
    4. cannot be a mayor, councilor, officer or employee of a municipality.
  • Remuneration and expenses: the current per diem rate for CATSA directors is $390 and the annual retainer range is $4,600-$5,400. All reasonable expenses are reimbursed in accordance with CATSA policy.

Corporation Mandate

The mandate of Canadian Broadcasting Corporation (CBC/Radio Canada) is to inform, enlighten and entertain; to contribute to the development of a shared national consciousness and identity; to reflect the regional and cultural diversity of Canada; and to contribute to the development of Canadian talent and culture. To achieve its mandate, the CBC/Radio Canada produces, procures, and distributes Canadian programming in English, French and eight Aboriginal languages and broadcasts a selection of programs around the world.

The Role of the Corporation

Section 3 of the Broadcasting Act (the Act) sets out the broadcasting policy for Canada and includes provisions specifically addressing the role of the Corporation in the Canadian broadcasting system. In particular, paragraphs 3(1)(l) and (m) specify:

  1. The Canadian Broadcasting Corporation, as the national public broadcaster, should provide radio and television services incorporating a wide range of programming that informs, enlightens and entertains;
  2. The programming provided by the Corporation should:
    1. be predominantly and distinctively Canadian;
    2. reflect Canada and its regions to national and regional audiences, while serving the special needs of those regions;
    3. actively contribute to the flow and exchange of cultural expression;
    4. be in English and in French, reflecting the different needs and circumstances of each official language community, including the particular needs and circumstances of English and French linguistic minorities;
    5. strive to be of equivalent quality in English and French;
    6. contribute to shared national consciousness and identity;
    7. be made available throughout Canada by the most appropriate and efficient means and as resources become available for the purpose; and,
    8. reflect the multicultural and multiracial nature of Canada.

In addition to this domestic mandate, the Corporation is also required by section 46(2) of the Act to provide an international service which must comply with license conditions and regulations issued by the Canadian Radio-television and Telecommunications Commission (the "CRTC"), as well as any directions issued by the Governor in Council (GIC).

No other Canadian broadcaster — commercial or public — has the same breadth of mandate or the same scale or scope of operations as CBC/Radio-Canada.

The Role and Responsibilities of the Board of Directors

The Directors are stewards of the Corporation. They have the responsibility to oversee the conduct of the business, direct management and endeavour to ensure that all major issues affecting the business and affairs of the Corporation are given proper consideration.

While the Act allocates the responsibility "for the management of the business, activities and other affairs of the Corporation" to the Board, the Board then delegates this responsibility to the President and Chief Executive Officer, who is charged with the day-to-day leadership and management of the Corporation and, pursuant to the Act, the "supervision over, and direction of, the work and staff of the Corporation".

The President and CEO, and his or her management team, in consultation with the Board, formulate the strategies and plans and present them to the Board for approval. The Board approves the strategies of the Corporation, and the policies within which it is managed, and then steps back and monitors and evaluates management performance. Reciprocally, the President and CEO keeps the Board fully informed of the progress of the Corporation towards the achievement of its objectives and of all material deviations from the goals, objectives and policies established by the Board in a timely and candid manner. Once the Board has approved the strategies and policies, it acts in a unified and cohesive manner in supporting and guiding the President and CEO.

Challenges, Issues and initiatives

CBC/Radio-Canada faces a variety of challenges as it strives to fulfill its mandate to Canadians. Some examples include:

  • Remaining relevant as a public broadcaster in the second largest, and one of the most diverse countries in the world.
  • Contending with an increasingly concentrated broadcasting environment. CBC/Radio-Canada is the only national conventional television broadcaster in the country not owned by a cable or satellite company.
  • Proactively demonstrating its accountability and transparency to Canadians, which it does through a number of reporting mechanisms.
  • Managing significant financial and regulatory pressures.

Despite these challenges, the road ahead for the public broadcaster has never been more clear. CBC/Radio-Canada remains focused on achieving the goals it has set out in its five-year strategy, 2015: Everyone, Every way.

Strategy 2015: Everyone, Every way, stakes the claim that we can be something for, and mean something to, every Canadian. And, we’ll get there by providing the following:

  • More Canadian content: Network programming and national public spaces
  • More regional presence: Regional presence and community spaces
  • More digital services: New platforms and digital spaces.

Over the last year, the Corporation has made great strides in meeting its 2015 objectives and is proud that its progress can be publicly tracked through the regular release of its Strategy 2015 progress reports.

Core Attributes, Competencies and Experience

The core attributes, competencies and experience that must be demonstrated by all Directors include:

  • Commitment – Prepares for each Board and committee meeting by reading the reports and background materials provided for the meeting; maintains an excellent Board and committee meeting attendance record; requests information necessary for decision making; and participates fully and frankly in the deliberations and discussions of the Board.
  • Financial Literacy – The ability to read and assess financial statements.
  • Impact and Influence – The awareness of the impact of organizational issues, policies and decisions on public interest and concern and the capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect.
  • Independence – The ability to think, speak and act independently with confidence and courage; and have the confidence and will to make tough decisions, including the strength to challenge the majority view when appropriate.
  • Informed Judgement – The ability to provide wise, thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider the different stakeholders' perspectives, and understand situations and problems by addressing underlying issues.
  • Integrity and Accountability – Demonstrates high ethical standards and integrity, being willing to act on and remain accountable for board decisions, meeting the accountabilities outlined in the legislation and by-laws, and seeing oneself as serving the interests of Canadians.
  • Leadership – The capacity to inspire and mobilize energies and talents to work towards a shared vision and the ability to convey ideas to achieve understanding and acceptance and to inspire appropriate action.

Specific Skills, Knowledge and Experience

The types of skills, knowledge and experience that are needed by the Board as a whole, but not necessarily in each Director, are as follows:

  • Accounting / Auditing / Finance
  • Broadcasting / Journalism / Media / Production
  • Communications / Marketing / Public Affairs
  • Corporate Governance
  • Economics / Social Sciences
  • Executive, Senior Management, or previous Board experience
  • Financial Literacy / Financial Designation
  • Human Resources / Labour Relations
  • Information Technology / Multimedia
  • Legal / Regulatory Affairs
  • Public Policy / Government Affairs
  • Real Estate Management
  • Strategic Planning / Risk Management

Representation

The Board should be representative of Canada’s regions, linguistic duality, cultural diversity and genders.

Working Conditions

The Board meets at least six times a year, generally twice in Ottawa, once in Toronto, once in Montreal and twice in other parts of the country. Committee meetings are ordinarily held in conjunction with Board meetings (i.e., the day preceding the board meeting), but may meet on other specified days prior to Board meetings.

Introduction

The Canadian Commercial Corporation (CCC) is a Crown corporation whose Directors, Chair, and President and CEO are appointed as approved by the Governor in Council (GIC) of the Government of Canada. The Board Composition Strategy highlights the skills, experience, qualification and diversity characteristics of Directors deemed necessary by the Board to fulfill its duties and is consistent with the guidelines from the Privy Council and the Treasury Board.

Canadian Commercial Corporation's Mandate

The Corporation was established by an Act of the Parliament of Canada in 1946 for the following purposes:

  1. to assist in the development of trade between Canada and other nations;
  2. to assist persons in Canada:
    1. to obtain goods and commodities from outside Canada; and
    2. to dispose of goods and commodities that are available for export from Canada;
  3. to exercise or perform, on behalf and under the direction of the Minister, any powers or functions vested in the Minister by any other Act that authorizes the Minister to employ the Corporation to exercise or perform them; and
  4. to exercise or perform any other powers or functions conferred on it by any other Act or for the exercise or performance of which it may be employed under any Act.

The Canadian Commercial Corporation (CCC) is mandated to assist in the development of trade by helping Canadian exporters access government procurement markets abroad and by helping foreign government buyers obtain goods from Canada. As such, CCC is an integral part of the Government of Canada’s international trade and business development tool set. CCC’s value lies in its ability to enter into commercial transactions as a Government of Canada entity and, thereby, mitigate the risk inherent in international contracting.

CCC accomplishes its mandate by leveraging the unique relationships it has developed to the benefit of Canadian exporters, while also focusing its business development initiatives in regions and with partners where the Corporation can have the greatest impact. CCC collaborates closely with Canadian exporters and Canadian government departments and agencies to propose Canadian solutions that respond to its foreign government buyers’ needs.

The Corporation’s core business lines are structured to support Canadian exporters contracting into defence and security markets and Canadian exporters contracting into infrastructure markets, primarily in emerging and developing countries. As a Crown Corporation, CCC is able to offer exporters exceptional access to foreign government procurement opportunities through its Prime Contractor service and Procurement service.

CCC offers two principal services, both of which provide a secure and transparent government-to-government contracting platform giving foreign government buyers access to Canadian export capabilities:

  • Prime Contractor serviceCCC, as a Government of Canada entity, positions itself between the foreign government buyer and the Canadian exporter as a risk mitigator to both parties to the contract. CCC acts as a prime contractor, signing a contract with a foreign government and, in turn, entering into a contract with a Canadian supplier. As such, CCC undertakes due diligence of supplier capabilities backed by a guarantee that the contract will be performed according to the terms and conditions. CCC also provides contract administration and supplier performance monitoring.
  • Procurement serviceCCC helps foreign governments identify appropriate Canadian vendors and award a contract that will satisfy foreign government requirements. When a foreign buyer enters into a Procurement Service Agreement (PSA) with CCC, the Corporation will act as a Canadian procurement agent under a government-to-government arrangement. The Corporation’s broad, detailed knowledge of Canadian capabilities, pricing and contracting approaches enables it to assist with the entire procurement process, from planning and strategy development to bid solicitation, supplier sourcing, as well as selection and contract administration.

Some of the most important relationships the Corporation has are with its International Trade Portfolio partners. CCC works closely with the Department of Foreign Affairs, Trade and Development (DFATD), which provides critical international and domestic front-line client and market intelligence services (through the Trade Commissioner Service - TCS) in addition to its overall responsibility for trade policy, and multilateral and bilateral trade agreements. Similarly, Export Development Canada’s (EDC) export financing and insurance products are an important complement to CCC’s contracting and procurement services. Recognition exists between all three portfolio partners of the considerable support each can provide to the other in leveling the playing field internationally for Canadian exporters.

Roles and Responsibilities of the Board of Directors

The CCC Board of Directors’ primary roles are setting strategic direction and policy, oversight of the assessment and management of global risk, monitoring and evaluating achievement of corporate goals, and approval of certain contracts.

The Board, excluding the Chair and the President of CCC, is comprised of up to nine persons. The composition of the Board has intentionally evolved since the mid-90’s to include more independent directors with a view to continually strengthening alignment between business and the Corporation’s services for Canadian exporters.

Challenges and Issues

The major challenges faced by CCC's Board of Directors relate to CCC's central role in the development of trade by helping Canadian exporters access government procurement markets abroad and by helping foreign government buyers obtain goods and services from Canada. This is an important component in the government's trade role, involving the complexity of CCC's procurement products and operations in two unique areas: defence and security sector, and infrastructure sector in emerging and developing markets.

In representing Canada, CCC is challenged to balance its government procurement role with the ongoing commercial requirements of the private sector. The accountabilities are considerable in terms of financial sustainability as well as monetary and reputational risk, including issues of corporate social responsibility (CSR). Providing comprehensive oversight at the Board level requires mastery of both broad concepts and specialized knowledge in international business/export development in the international defence and security sector, and the infrastructure sectors in emerging and developing markets, as well as the management and financing of infrastructure procurement and capital projects.

CCC collaborates closely with Canadian exporters and Canadian government departments and agencies to propose Canadian solutions that respond to its foreign government buyers’ needs. CCC’s procurement and project management expertise is increasingly acknowledged and highly sought-after. CCC builds and strengthens relationships with foreign governments in meeting their procurement goals, and supports Canadian exporters in accessing markets and project opportunities through its role as an agency of the Government of Canada working with other governments. In developing new and existing markets and projects benefiting Canadian exporters, CCC develops relationships with foreign governments and also leverages its relationship and responsibilities with the Department of Foreign Affairs, Trade and Development, including its representative offices and officials. CCC works with Canadian and international financial institutions in developing project financing solutions where required.

Since 2011, priority emphasis has been placed on business and relationship development as CCC seeks to strengthen its relationships with Canadian exporters and Industry associations, and to grow its pipeline of opportunities for Canadian exporters in defence and security, and infrastructure markets around the world, all within a sound framework of risk and opportunity management. The Board oversees the development and achievement of the Corporate Plan which outlines CCC’s strategy for the Minister and the Government, for Canadian exporters and for Foreign government buyers.

Core Attributes, Competencies and Knowledge of Directors

The Board has determined that a number of core attributes, competencies and knowledge are required of all its Directors in the following categories:

  • Strategic thinking
  • Decision making
  • Analytical understanding
  • Professional experience
  • Financial literacy

The details of these characteristics are further defined in the CCC Director Profile document. Given the nature of CCC’s business, the most important characteristics for all Directors is:

  1. Prior experience with Boards
  2. Prior knowledge of, or preferably experience in, international business/ exports in defence and security, and infrastructure sectors

It is expected that this list of requirements or preference should be quite typical of the skills of individuals interested in, and capable of, contributing to the work of a Board of this scope and responsibility.

Specific Skills, Knowledge and Experience

The Board requires specific skills, knowledge and experience to ensure it can provide added value to the business, and successfully fulfill its governance responsibilities. The following list is deemed important for the Board at this time:

  • Functional knowledge/qualifications
    • Accounting (financial analysis) (professional accounting designation and sound business financial acumen)
    • Legal – relating to corporate governance (commercial law)
    • Corporate Governance
  • Technical knowledge/experience
    • International business/export development at the Board or management level
    • Management and financing of infrastructure procurement and capital projects
    • Defence and security industry trade and government procurement
    • Small/medium Canadian business developing opportunities in the international export marketplace

Representation Considerations

As a Crown corporation, the Board believes it should strive to demonstrate leadership through appropriate representation strategies including, but not limited to:

  • Geography – representation from all regions
    • West (BC, Alberta, Yukon, NWT, Saskatchewan, Manitoba)
    • Centre (Ontario, Nunavut, Quebec)
    • East (NB, NS, PEI, Newfoundland)
  • Gender – male and female representation
  • Language – Board capacity in both Official Languages
  • Diversity – ideally reflect the diversity of the country’s population

Terms of Office

One of the key succession planning considerations for all Boards is the staggering of Director terms of office to avoid the simultaneous replacement of many individuals at one time. This principle has already been imbedded in CCC's Act; the Governance and Human Resources Committee and the Board will make recommendations to the Minister on appointments in view of obtaining/maintaining an appropriate balance of Director skills and CCC Board experience.

Working Conditions

Membership on CCC’s Board of Directors involves a meaningful commitment of time and expertise in order to further CCC’s objectives and fulfill its international trade mandate for the Government of Canada:

  • Directors must be available for approximately 12-15 days per year for Board and Committee activities and related travel.
  • Four regular meetings of the Board are held each year, with most of these meetings held in Ottawa. Additional Board meetings may be held for strategic planning purposes, or in special circumstances as may be necessary from time to time.
  • Each Board member serves on at least one of three Board committees. Committees meet immediately before regular Board meetings, although Committee meetings may be called by the Committee Chairperson at non-scheduled times.
  • Each set of regular Board and committee meetings requires a minimum commitment of 3 days including preparation and travel time. Directors are expected to attend all Board meetings and meetings of Committees of which they are members, although participation by telephone is sometimes possible.
  • At the beginning of their Board tenure, Directors are provided with a comprehensive orientation package, which is supplemented by an interactive briefing program with CCC executives and staff. Ongoing training may occur in areas of interest and in line with professional development requirements of the Board (as determined by the Chair).
  • In addition to their regular responsibilities, Directors contribute additional time engaging with management in connection with matters on which a Director's advice and counsel is sought, as well as in receiving briefings on current developments, providing input on draft documents and discussing issues among themselves.

Membership on CCC’s Board also involves commitment to legal and ethical conduct, including adherence and an annual recommitment to a code of conduct and policies. Other Board-specific procedures and guidelines which supplement these provisions require annual recommitment and sign-off by all Directors.

While there are no categories of individuals disqualified from serving as Directors, when appointments are made, one must also be mindful of the potential for concerns on the part of customers when their industry competitors may have personnel serving as Board members.

Remuneration – As Per Diem and Annual retainer application and reimbursable expenses guidelines.

Corporation Mandate

The Canadian Museum of Civilization Corporation (CMCC) is a Crown Corporation established by the Museums Act (Statutes of Canada 1990, Chapter 3). The Corporation's primary responsibilities are the management of Canada's national museum of human history, the Canadian Museum of Civilization (CMC), Canada's national museum of military heritage, the Canadian War Museum (CWM), and a virtual museum on the Web, the Museum of New France (VMNF).

The Museums Act begins with this declaration in section 3:

[T]he heritage of Canada and all its peoples is an important part of the world heritage and must be preserved for present and future generations and that each national museum established by this Act (a) plays an essential role, individually and together with other museums and like institutions, preserving and promoting the heritage of Canada and all its peoples throughout Canada and abroad and in contributing to the collective memory and sense of identity of all Canadians; and (b) is a source of inspiration, research, learning and entertainment that belongs to all Canadians and provides, in both official languages, a service that is essential to Canadian culture and available to all.

The Act in section 8 states the purpose of the Canadian Museum of Civilization Corporation as,

…to increase, throughout Canada and internationally, interest in, knowledge and critical understanding of and appreciation and respect for human cultural achievements and human behaviour by establishing, maintaining and developing for research and posterity a collection of objects of historical or cultural interest, with special but not exclusive reference to Canada, and by demonstrating those achievements and behaviour, the knowledge derived from them and the understanding they represent.

The Act also states that CMC shall include the Canadian War Museum.

Roles and Responsibilities

The CMCC’s Board of Trustees serves as its governing body and is accountable to Parliament, through the Minister of Canadian Heritage, for the stewardship of the Museum. The 11 members of the Board, from across Canada, are appointed by the Governor-in-Council on the advice of the Minister of Canadian Heritage. The Board of Trustees of the Corporation provides broad strategic direction and oversight with the assistance of 6 committees: Executive, Audit, Development, Finance, Governance, and the Canadian War Museum Committee.

The Board holds management accountable for the day-to-day administration of the Museums’ performance, long-term viability and the achievement of objectives. It delegates authority for the day-to-day management of the Corporation to the CMCC President and Chief Executive Officer. The President and CEO is supported by an Executive Management team.

Generally, the Board of Trustees assumes its stewardship responsibility, including its responsibility to:

  • Appoint the President and CEO of the corporation, with the approval of the Governor in Council, assess the CEO’s performance and make recommendations with respect to compensation;
  • Adopt the broad strategic direction that takes into account opportunities and risks of the corporation;
  • Approve the annual Corporate Plan and the Annual Report;
  • Monitor corporate performance of the Corporate Plan against strategic direction;
  • Identify principal risks of the business and ensure that appropriate systems are put in place to manage those risks;
  • Make by-laws for the administration, management and control of the property, business, activities and affairs of the Corporation;
  • Ensure the integrity of internal control, including the approval of the audit plans of the corporation, and provision of management information;
  • Approve contract or donation transactions of $500,000 or more;
  • Approve de-accessions from the CMCC’s collections;
  • Develop an approach to corporate governance that includes governance principles, and guidelines specific to the CMCC;
  • Make recommendations to the Minister of Canadian Heritage and Official Languages regarding appointments to the Board of Trustees; and
  • Assess its own performance.

Challenges, Issues and Initiatives

In June 2009, the CMCC’s Board of Trustees approved Strategic Directions to shift priorities and emphasis, promote innovation and broaden the scope of activities. These Directions are:

  1. Museological Excellence and Relevance – The CMCC will broaden its national collections and its curatorial research to better reflect and present national narratives, symbols and achievements through the social, cultural, human, military and political history dimensions of Canadian life.
  2. Bringing the Museums to Canadians – The CMCC will expand its efforts to become better known, more accessible and increasingly relevant across the country and internationally, through innovative and engaging museum initiatives and outreach programs.
  3. Focus on Results – The CMCC will continue its disciplined managerial practices, while also being flexible and responsive to changing conditions. Staff will develop tools and procedures to enable more effective reporting on activities and outcomes.
  4. Funding and Fundraising – The CMCC will seek to increase its financial resources through a variety of supplementary funding sources, notably business sponsorships, partnerships, philanthropy solicited in all regions of the country, and commercial revenues.

In addition to these Strategic Directions, the CMCC faces some significant challenges. Chief among them are the ongoing turmoil in the Canadian and global economies which could seriously diminish revenues and the escalation of non-discretionary costs such as municipal taxes, utilities, and contracted services together with reduced Government funding. Also noteworthy is the pressing need for capital repairs, especially to the ageing CMC building now in its 21st year of operation. The Corporation continues to work with Treasury Board and the Department of Canadian Heritage to seek a long-term solution and take further actions on its own in hopes of addressing these crucial financial challenges.

The Corporation and its Museums' overall goal will be to strive to enhance their value to Canadians while maintaining public confidence in their management of public funds and their stewardship of the national treasures entrusted to their care.

Core Attributes, Competencies and Experience

The following core attributes, competencies and experiences have been identified for Trustees of the Corporation:

1. Knowledge

Broad knowledge of heritage, cultural or history issues

Some combination of the following:

  • involvement professionally in teaching or research
  • involvement in local, regional or national activities of a recognized professional caliber
  • involvement in issues relevant to the mandate of a national social history museum
  • a record of publications or public speaking

2. Skills

Recognized professional accreditation in designated skill sets (e.g., law, accountancy or education), or current employment in relevant profession

If retired, demonstrable on-going connection to previous field of employment

If volunteer, focus on activities as described in next section

3. Informed Judgement and Commitment

Ability to provide thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider different stakeholders’ perspectives, understand situations and challenges

Priority to devote sufficient time to participate in meetings, teleconferences

Ability to envisage relationships between institutions and broader social goals

Ability to assess management performance and relate this to established goals

4. Integrity and Accountability

High ethical standards and integrity

Willingness to act on and remain accountable for board decisions, meeting the accountabilities outlined in the law, by-laws and rules of the board

Seeing oneself as serving the interests of Canadians

5. Impact and Influence

Awareness of the impact of organizational issues, policies and decisions on public interest and concern

Capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect

6. Voluntarism

Clear record of high responsibility and initiative or leadership in volunteer activities related to heritage, culture or Canadian identity

7. Financial Literacy

Ability to read and understand financial statements

Specific Skills, Knowledge and Experience

The required skills mix of the Board of Trustees is drawn from the mandate of the CMCC to operate as national museums of social, military and human history. It should provide the professional expertise to strengthen the strategic direction of the CMCC.

A balance of Board experience in the following areas is desirable: communications, fundraising, strategic planning, public policy, government relations, legal practice, accounting and administration. Professional areas should include: links with professional associations, experience in public and private sectors, representation from a specific discipline.

Candidates should include:

  • an historian
  • an educator / teacher / academic
  • a representative of First Peoples
  • an accountant
  • a lawyer
  • a person with military or Armed Forces’ background
  • a person with business experience
  • a person with knowledge of Communications
  • a person with experience in major Canadian cultural activity
  • a person with audit experience
  • a person with fundraising experience

Representation

The Board should be representative of Canada’s regions, linguistic duality, cultural diversity and genders.

Working Conditions

The Board meets three times per year in Ottawa/Gatineau, and one additional time in another Canadian city determined on an annual basis. Members are expected to attend each Board meeting and to be available for conference calls when required. The average annual time commitment is two weeks.

Board meetings are conducted in both Official Languages according to the preference of the person speaking.

Trustees are entitled to be remunerated at rates which are set by the Governor-in-Council. This remuneration consists of a per diem amount and an annual retainer. Trustees are entitled to be reimbursed reasonable travel and living expenses consistent with the guidelines established by the Board, incurred in connection with attendance at a meeting of the Board or of a committee or while on the business of the Museum.

Corporation Mandate

The purpose of the Canadian Museum of Immigration at Pier 21 is to explore the theme of immigration to Canada in order to enhance public understanding of the experiences of immigrants as they arrived in Canada, of the vital role immigration has played in the building of Canada and of the contributions of immigrants to Canada’s culture, economy and way of life.

Roles and Responsibilities

The Museum’s Board of Trustees serves as its governing body and is accountable to Parliament for the stewardship of the Museum through the Minister of Canadian Heritage and Official Languages.

The Crown corporation governance model establishes the Board of Trustees as independent from management; its role is to provide strategic direction and oversight. The Board has adopted a Governance Policy that reflects the Crown corporation governance and accountability regime. It describes the Board’s fiduciary duties and its duties of care and due diligence; to act honestly, in good faith and in the best interests of the Museum; and to disclose conflicts of interest. It establishes the following as the Board’s key responsibilities:

  • Establishing the Museum’s strategic direction;
  • Safeguarding the Museum’s resources;
  • Monitoring the Museum’s performance and reporting;
  • Stakeholder strategies and communications;
  • Succession planning for the Board and key management positions; and
  • Periodically assessing the relevance of the mandate.

Challenges, Issues and Initiatives

The Canadian Museum of Immigration at Pier 21 became a federal Crown corporation in February of 2011 and is completing a five year expansion plan to become a national museum that tells the stories of immigration across Canada.

The Board of Trustees plays a key role in the governance of this expansion, working to ensure that the new Museum delivers on the Museum’s important mandate.

Fund development is a significant, and growing, priority for the Museum and an area where Board expertise and engagement is key. The Board plays an important role in supporting fund development, particularly in the area of major gifts.

Core Attributes, Competencies and Experience

The competency profile for the Board of Trustees of the Canadian Museum of Immigration at Pier 21 sets out the core attributes, competencies, skills and experience required of the Board and individual trustees.

Informed Judgment

Ability to provide wise, thoughtful counsel from a broad, national perspective, to analyze, ask relevant questions at the strategic level, consider the perspectives of different stakeholders, understand situations and problems by addressing underlying issues.

Integrity and Accountability

High ethical standards and integrity; willingness to act on and remain accountable for Board decisions, to meet the accountabilities outlined in the law, by-laws and rules of the Board and to see oneself as serving the interests of Canadians.

Impact and Influence

Awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to persuade others in order to have a specific impact or effect.

Financial Literacy

While it is beneficial for all Trustees to have some ability to read financial statements, at least one Trustee must have the financial expertise and experience to Chair the Audit Committee.

The competency profile for the Board of Trustees of the Canadian Museum of Immigration at Pier 21 sets out the core attributes, competencies, skills and experience required of the Board and individual trustees.

Informed Judgment

Ability to provide wise, thoughtful counsel from a broad, national perspective, to analyze, ask relevant questions at the strategic level, consider the perspectives of different stakeholders, understand situations and problems by addressing underlying issues.

Integrity and Accountability

High ethical standards and integrity; willingness to act on and remain accountable for Board decisions, to meet the accountabilities outlined in the law, by-laws and rules of the Board and to see oneself as serving the interests of Canadians.

Impact and Influence

Awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to persuade others in order to have a specific impact or effect.

Financial Literacy

While it is beneficial for all Trustees to have some ability to read financial statements, at least one Trustee must have the financial expertise and experience to Chair the Audit Committee.

Specific Skills, Knowledge and Experience

All Trustees must have knowledge of/passion for/commitment to and credibility in the sphere of advancing public understanding of the experiences of immigrants, the vital role immigration has played in the building of Canada and of the contributions of immigrants to Canada’s culture, economy and way of life.

In addition, the Board as a whole requires a balanced set of skills, knowledge and experience to provide oversight and direction, including the following:

  • Previous experiences as a director of a commercial and/or non-profit board;
  • Knowledge/experience in museology;
  • Knowledge/experience in the history of immigration to Canada;
  • Knowledge/experience of business and best business practices;
  • Knowledge/experience in law;
  • Knowledge/experience in human resources/organizational leadership;
  • Knowledge/experience in public affairs, communications and marketing;
  • Knowledge/experience in fundraising/philanthropy; and
  • Community involvement.

Representation

The Board strives to be representative of Canada’s regions, linguistic duality, cultural diversity and genders. Given the national mandate of the Museum, the Board of Trustees should include representation from across Canada, and will ideally reflect the diversity of the country’s population. The Board will have capacity in both Official Languages and, as stipulated in the Museums Act, all Trustees must be Canadian citizens.

Working Conditions

Number of Meetings – The Board usually meets four times a year, with the majority of meetings in Halifax, Nova Scotia. Trustees are expected to prepare for these meetings and actively participate in them. Occasional participation in teleconferences is also required.

Committee work/additional duties – The Board of Trustees delegates certain responsibilities to committees. Trustees are appointed to one or more of these committees that will meet 2 to 4 times per year (or more often as deemed necessary) generally at the same time as the general Board meetings.

Average time commitment – Board members should expect to commit approximately 15 days annually for meetings, travel and preparation for meetings.

Trustees are required to comply with the Museum’s Code of Conduct. The Financial Administration Act requires Trustees of Crown Corporations to disclose the nature and extent of interest in any material contract with the Corporation.

Trustees are entitled to be remunerated at rates which are set by the Governor-in-Council. This remuneration consists of a per diem amount and an annual retainer. Trustees are entitled to be reimbursed for reasonable travel expenses consistent with the guidelines established by the Board, incurred in connection with attendance at a meeting of the Board or of a committee or while on the business of the Museum.

Mandate

CMN’s mandate is “to increase, throughout Canada and internationally, interest in, knowledge of and appreciation and respect for the natural world.” It fulfills this mandate “by establishing, maintaining and developing for research and posterity, a collection of natural history objects, with special but not exclusive reference to Canada, and by demonstrating the natural world, the knowledge derived from it and the understanding it represents”.

CMN’s public policy purpose is to contribute to greater understanding, sharing and protection of Canadian natural heritage and identity through its superb collections, associated research and related exhibitions and programmes, and with its human resource of scientific, programming and administrative staff.

Roles and Responsibilities of Trustees

Trustees shall respect the confidentiality of information of the Corporation and shall exercise prudent discretion in all matters respecting the Corporation. Trustees are responsible to gain an understanding and level of knowledge of the affairs in which the Corporation is engaged. In addition, Trustees should be prepared to exercise a stewardship role of the Corporation, establishing and contributing to a good working relationship with management and regularly assessing the performance of the CEO and the Board. More specifically, the Board is responsible for corporate governance of the Corporation including:

  • Strategic leadership
  • Integrity and ethical leadership
  • Determining Trustee skill sets
  • Board succession planning
  • Identifying corporate and public policy objectives
  • Prioritizing corporate objectives
  • Ensuring financial performance
  • Approving and reviewing major financial decisions
  • Approving developed position descriptions for Board members, CEO, Chair, Committee members and Committee Chairs
  • CEO performance evaluation
  • Ensuring principal risks have been identified
  • Ensuring implementation of appropriate systems to manage risks

Challenges, Issues, Indicators

CMN is in the process of developing a new five-year plan to achieve the strategic vision of the institution in 2013. The Museum’s focus for the foreseeable future will be renewal and refit of the Victoria Memorial Museum Building, the Natural Partnerships Campaign and the continuing work to achieve an enhanced level of national service through networks and joint ventures and in partnership with the Museum, scientific and other communities across Canada and beyond. The Museum also works concertedly with the corporate community and other private sector partners in order to enhance and expand the Museum’s program and resource base. Achieving a solution to the structural financial challenges of CMN is also critical to the future of the institution.

The Board has completed a review of its governance system and has implemented the recommendations resulting from the review. The Board participates in an annual assessment process which aids in the identification of the skills required to ensure continuing Board effectiveness.

Core Attributes

The selection and renewal of Trustees should be considered in light of an individual possessing the following attributes. These are set out as follows. Each Trustee should possess all of the core attributes shown.

  • Leadership
  • Vision
  • Self-confidence
  • Commitment
  • Integrity
  • Flexibility
  • Entrepreneurial Skills
  • Sound Judgment
  • Initiative
  • Honesty

Specific Knowledge and Experience

The following is the list of skills and knowledge identified from the gap analysis in order of importance.
  • Financial expertise
  • Fund-Raising and Development
  • Relationships with key stakeholders
  • Life Sciences
  • Information and Communication Technology (ICT)

Working Conditions

Trustees are expected to regularly attend meetings of the Board and of any Board Committee to which the Trustee has been appointed. There are approximately four (4) Board meetings each year and travel is required. The Corporate office of the CMN is in Ottawa and the majority of Board meetings are held in Ottawa, Ontario. Meeting materials are provided in advance of the meeting and Trustees are required to review such material and prepare accordingly. The basic time commitment for a Trustee is twenty (20) days per year; this includes the time for participating on one or more Board Committee. There is on-going training in keeping current with public policy and regulatory context of Crown corporations. Additional time would be required if the trustees served on more than one committee. The time commitment is outlined in the table below.

Type of meeting Meeting time (days) Preparatory time (days) Travel time (days) Total days per annum
Board
4
4
As required
8
Committee
4
4
N/A
8
Ad Hoc
1
1
2
4
20

Corporation Mandate

Vision

The CRRF will be a leading national voice and clearing-house for race relations in Canada, and an agent of change for the elimination of racism and all forms of racial discrimination with the aim to promote a more harmonious Canada.

Mission

The Foundation will advance understanding of the past and current causes and manifestations of racism, and recommend approaches to the elimination of racism and the strengthening of Canadian identity as it refers, to the principles of equality, fairness, justice and human dignity. The Foundation will rely on its clearing-house and initiatives to inform national policies and public conversations. The Foundation will facilitate the discussion and research on racism to advance Canadian identity as it refers to the principles of equality, fairness, justice and human dignity.

Values

The work of the Foundation is premised on the desire to create and nurture an inclusive society based on equity, social harmony, mutual respect and human dignity. Its underlying principle in addressing racism and racial discrimination emphasizes positive anti-racist change and the promotion of shared Canadian values of human rights and democratic institutions. It strives to coordinate and cooperate with all sectors of society, and develop partnerships with relevant agencies, and organizations at the local, provincial, national levels, and international levels.

Purpose of the CRRF

The purpose of the CRRF, as defined by the Canadian Race Relations Foundation Act 1991, is "to facilitate throughout Canada the development, sharing and application of knowledge and expertise in order to contribute to the elimination of racism and all forms of racial discrimination in Canadian society by:

  1. undertaking research and collecting data and developing a national information base in order to further understanding of the nature of racism and racial discrimination, and to assist business, labour, voluntary, community and other organizations as well as public institutions, governments, researchers and the general public in eliminating racism and racial discrimination;
  2. acting as a clearing-house, providing information about race relations resources and establishing links with public, private and educational institutions and libraries;
  3. facilitating consultation and the exchange of information relating to race relations policies, programs and research;
  4. promoting effective race relations training and assisting in the development of professional standards;
  5. increasing public awareness of the importance of eliminating racism and racial discrimination;
  6. collaborating with business, labour, voluntary, community and other organizations, as well as public institutions and all levels of government, in instituting and supporting programs and activities; and
  7. supporting and promoting the development of effective policies and programs for the elimination of racism and racial discrimination.*

*Excerpts from the Canadian Race Relations Foundation Act.

Roles and Responsibilities

The Board is the steward of the Foundation and has a statutory authority and obligation to oversee the management of the affairs and business of the Foundation. The fundamental objective of the Board is to act in the best interests of the Foundation.

The role of the Board is to provide strategic direction for the Foundation and effective oversight of Management.

The role of individual Board members can be identified in two areas:

  1. Role within the Board when the Board acts as a whole
  2. Role of the individual member, acting in his/her own right.

All Board members are expected to regularly attend, be well prepared for and actively participate in meetings of the Board and committees. In the event a Board member cannot attend a Board meeting, he/she must advise the Chairperson in advance of the meeting and give a reason for non-attendance.

In performing their duties, Board members shall act honestly and in good faith with a view to supporting the best interests of the Foundation. The conduct of Board members will be consistent with the mission, vision and values of the Foundation. They must exercise care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Members must comply with the Act and By-laws of the Foundation.

Challenges, Issues and Initiatives

The primary challenges are the management of our investment funds and finding other sources of funding for the organization’s programs.

Core Attributes, Competencies and Experience

  • Understanding of the distinction between the strategic and policy setting role of the Board and the operational responsibilities of management
  • Capability of giving leadership to the development of the Foundation
  • Commitment to the vision, mission, values and strategic goals of the Foundation
  • Ability to work as a member of a team
  • Respect for and tolerance of the views of others
  • Recognition of the time commitment and the willingness to devote the time and energy necessary to perform the role of a Board member
  • Enthusiasm and capacity for resolving challenging issues

Specific Skills, Knowledge and Experience

  • Knowledge of and experience in business management/corporate contacts
  • Knowledge of and experience in financial management/planning
  • Knowledge of socially responsible investing
  • Knowledge of and experience in a legal environment
  • Knowledge of and experience in human resources management
  • Knowledge of and experience in mass communications and/or media
  • Knowledge of and experience in government and public relations
  • Knowledge of and experience in research, education and/or training
  • Community involvement
  • Aboriginal Representation
  • Youth Representation
  • Fluency in both of Canada’s official languages

Representation

The Board membership reflects the multicultural character, linguistic duality and regional diversity of Canadian society.

Working Conditions

Number of Meetings and Attendance Requirements:

  • Meetings of the Board: According to the Act, the Board shall meet at such times and places as the Chair may determine, but it shall meet at least twice in each year (the Canadian Race Relations Foundation Act, s. 15). However, over the past two years, the Board met on average three to four times a year. The Board meets face-to-face across the country or by teleconference.
  • Attendance Requirements: Board members are expected to attend all meetings where possible.

The Average Annual Time Commitment:

All Board members are expected to regularly participate in Board and committee meetings. Our Board and committee meetings usually commence on a Friday and conclude in the early afternoon on the following Sunday. In addition to face-to-face meetings, participation in both regular and incidental teleconferences, meetings, events and training are expected. On average, Board members are expected to devote about 14-15 days a year to Board business.

Committee Work or Other Duties the Individual Would Have to Take on:

Board members are required to join Board committees. These committees include:

  • Executive Committee
  • Governance Committee
  • Nominations Committee
  • Finance and Audit Committee
  • Human Resources Committee
  • Investment Committee

The Level of Effort Required Overall:

All Board members are expected to regularly attend, be well prepared for and actively participate in meetings of the Board and committees. We expect the Directors to display a high level of effort, knowledge and commitment in order to fulfill the Foundation's mandate.

Code of Conduct and Categories of Individuals Disqualified from the Position:

Board members are governed by the Code of Conduct which applies to part-time public office holders. The CRRF Conflict of Interest Guidelines, By-law 2, is based on the Conflict of Interest Act.

Remuneration and Expenses*

  • Fees of Directors: The Chair and other Directors shall be paid such fees for their attendance at meetings of the Foundation and for the performance of other duties under the Act as the Governor in Council may fix.
  • Expenses of Directors: The Chair and other Directors are entitled to be paid such travel and living expenses incurred by them in the performance of duties under the Act, as the Governor in Council may fix.
  • Salary of Executive Director: The salary and any other remuneration to be paid to the Executive Director are fixed by the Governor in Council.

*Excerpts from the Canadian Race Relations Foundation Act 10-11.

The Canadian Tourism Commission is Canada’s national tourism organization. A federal Crown corporation, the CTC leads the Canadian tourism industry in marketing Canada as a premier four-season tourism destination. The Commission supports the Canadian tourism sector in generating tourism export revenues to benefit the economy. It reports to Parliament through the Minister of Industry.

Through collaboration and partnerships with the private sector, the government of Canada, and the provinces and territories, the CTC works with the tourism sector to maintain its competitiveness and to position Canada as a destination where travellers can create extra-ordinary personal experiences.

The CTC is founded on the principle of partnership between the public and private sectors. Through contributions from partners that match its own funding, the CTC is able to achieve the maximum return on investment for its tourism marketing initiatives.

GOAL:

Grow tourism export revenues for Canada.

VISION:

Inspire the world to explore Canada.

MISSION:

Harness Canada’s collective voice to grow export revenues.

MANDATE:

  • Sustain a vibrant and profitable Canadian tourism industry;
  • Market Canada as a desirable tourist destination;
  • Support a cooperative relationship between the private sector and the governments of Canada, the provinces and the territories with respect to Canadian tourism;
  • Provide information about Canadian tourism to the private sector and to the governments of Canada, the provinces and the territories.

Strategic objectives:

  • Convert high-yield customers;
  • Focus on markets of highest return on investment;
  • Lead industry in brand relevancy and consistency;
  • Respond to changing market dynamics.

Strategic priorities:

  • Ensure customer relevancy;
  • Increase engagement with small and medium-sized enterprise (SME) community;
  • Differentiate Canada;
  • Leverage exposure of the Vancouver 2010 Olympic and Paralympic Winter Games for Canada;
  • Foster organizational excellence;
  • Strengthen engagement with the shareholder.

Challenges, Issues and Initiatives

Opportunities:

  • Growing demand;
  • Growing interest in experiential travel;
  • Growing global middle class;
  • Canada’s Games in 2010;
  • New market opportunities.

Challenges:

  • New competition from emerging markets;
  • Exchanges rates;
  • Competitive funding levels;
  • Increased fuel costs;
  • Air access;
  • Labour shortages.

Roles and Responsibilities

The Board has established the following as its key roles and responsibilities:

  • provides strategic leadership and stewardship;
  • provides ethical leadership and ensures integrity;
  • safeguards the corporation’s resources;
  • delegates authority limits and decision-making levels;
  • monitors corporate performance;
  • reports to the shareholder on the Board’s stewardship;
  • maintains effective communications;
  • oversees and monitors the CEO: performance measuring, evaluation and assessment;
  • ensures an objective and professional relationship with external auditors;
  • assesses the integrity of information and controls;
  • establishes the corporation’s strategic planning process;
  • develops vision and direction with the CEO and involves management in the process;
  • identifies corporate objectives and aligns them with the corporation’s purpose;
  • approves the plan or direction, often with the CEO and shareholder;
  • ensures effective strategic risk management;
  • ensures an effective and transparent process of Board renewal;
  • determines the skill sets of directors;
  • ensures effective orientation for new Board members and ongoing development for directors;
  • oversees succession planning of senior management;
  • approves and reviews major financial decisions;
  • approves developed position descriptions for the Board, CEO, chair, committees and committee chairs;
  • evaluates chair, Board and committee performance;
  • consults with the CEO and senior management on the development of corporate performance measures;
  • measures corporate performance and evaluates results;
  • develops policy with the CEO and senior management;
  • initiates periodic mandate reviews;
  • conducts its own affairs, including meeting regularly.

Core Attributes, Competencies and Experience

Taking into consideration the stated Commission’s objects, vision, mission and the challenges facing the industry, a new representation strategy should include the following:

  • Tourism operators with considerable stature and influence in the industry;
  • Global awareness of tourism marketing issues;
  • Representation from key support functions for the industry (transportation, accommodation, recreation and entertainment, travel agency services, conventions, food and beverage services, retail, finance and cultural products);
  • Strategic marketing skills;
  • Specific skills sets for specific purposes e.g., finance, strong governance acumen, accounting for Audit Committee;
  • Experience in dealing with political and governmental organizations;
  • Individuals who might become succession candidates for the next Chair of the Board.

Directors must also have the following fundamental characteristics to enable them and the Board to function appropriately:

Strategic Thinking

  • Visionary and capable of addressing alternative futures;
  • Ability to grasp the big picture and go beyond single-event decisions;
  • Ability to consider the interests of the tourism industry as a whole.

Informed Judgement

  • Ability to provide wise, thoughtful counsel;
  • Ability to analyze, ask relevant questions at the strategic level;
  • Ability to consider the different stakeholders’ perspectives, understand situations and problems by addressing underlying issues.

Integrity and Accountability

  • Demonstrate high ethical standards and integrity;
  • Be willing to act on and remain accountable for board decisions, meeting the accountabilities outlined in the law, by-laws and rules of the board;
  • See oneself as serving the interests of Canadians.

Decision Making

  • Comfortable with the responsible use of authority in a Board environment;
  • Experienced in policy-focused decision environments and delegation of operational responsibilities;
  • Demonstrated sound business judgement;
  • Ability to assess and challenge management recommendations.

Analytical Understanding

  • Capability of interpreting numerical information;
  • Ability to read and assess financial statements;
  • Skills in performing problem analysis.

Professional Experience

  • Leaders in their industry or community;
  • Understanding of strategic marketing;
  • Understanding of tourism with a global perspective.

Financial Literacy

The ability to read and assess financial statements.

Public Policy

Experience in or knowledge of public policy.

Personal Attributes

  • Demonstrated high ethical standards and integrity;
  • Capable of speaking out and challenging;
  • Desire to contribute to the Commission’s objects in a meaningful way;
  • Ability to work as part of a group -- persuasive, assertive and flexible;
  • Strong oral communication and listening skills;
  • Dynamic and energetic.

Requirements/Criteria for Private Sector Directors

  • Candidates must head / manage (for example CEO or COO) or own a tourism industry private sector business;
  • The Governance and Nominating Committee has the discretion to consider candidates with the expertise required to satisfy the Board’s needs. Those persons should hold a senior executive position within a major national business or must have the expertise needed by the Board;
  • Candidates should be a recognized decision-maker in the industry, able to rise above their personal business interests to speak on behalf of the region or private sector sub-sector in a forum of senior private sector executives and provincial / territorial government deputy ministers responsible for tourism.

In addition, taking into the overall Board composition, other factors are considered:

  • Type of business in which the candidate has direct ownership or working experience, e.g., accommodation, event, attraction, transportation, distribution channel (travel agency, tour operator);
  • Scale of business in which the candidate has direct ownership or working experience, i.e., small, medium sized or large business;
  • The location of the business in which the candidate has direct ownership/working experience, e.g., rural- or urban-based business;
  • Other tourism industry involvement, e.g., member of a tourism industry association Board, key participant in development and/or promotion of the animation of the industry such as a festival or event;
  • Consideration of provincial / territorial representation of the regional seats, taking into account which province / territory currently holds the public sector regional seat (rotation factor);
  • Willingness to commit time and effort to the governance of the Commission;
  • Acceptance of the code of ethics guidelines contained in By-law No 2;
  • Willingness and ability, while at Board meetings or acting as a CTC Board member, to set aside personal or special interests to organizations in favour of the Commission.

Representation

The Canadian Tourism Commission Act (October 2000) establishes various criteria for the selection and appointment of directors to the Board of the Commission.

Board Size and Composition

  • Board consists of not more than 26 directors including the Chairperson and the President;
  • Up to 16 private sector directors (regional and national representation – see below) appointed by the Minister, with the approval of the Governor in Council, with advice from the Commission’s Governance and Nominating Committee;
  • Up to 7 public sector regional directors (territorial and provincial representation – see below) appointed by the Minister, with the approval of the Governor in Council, among persons designated by the Provincial or Territorial Ministers responsible for tourism. Those ministers may designate deputy ministers, persons who are equivalent to deputy ministers or persons who are heads of provincial or territorial agencies responsible for tourism;
  • The Deputy Minister of Industry is an ex officio director;
  • The President and the Chairperson are appointed by the Governor in Council.

Private Sector - Regional

  • A total of up to 7 directors in this category
  • Must be a tourism operator
  • A tourism operator is defined as an owner or manager of a private sector tourism business

Private Sector - National

  • A total of up to 9 directors in this category
  • Must be a tourism operator or a person with the expertise required to satisfy the Board’s needs

Working Conditions

The CTC Board of Directors meets in person three times per year in various locations across Canada. In addition, there are two conference calls annually. Board meetings are usually held over a two day period.

  • All Board members are encouraged to join a Board committee (Audit, Governance and Nominating, Human Resources, Executive;
  • We estimate 15-25 days annual time commitment for Board and Committee work;
  • Board members’ travel expenses are reimbursed by the CTC.

Corporate Mandate

DCC was created pursuant to the Defence Production Act for the specific purpose of carrying out the acquisition and delivery of defence projects. It was incorporated pursuant to the Companies Act of 1934 and was granted continuance under the Canada Business Corporations Act of 1978.

DCC’s Letters Patent established its mandate: to carry out a wide range of procurement, disposal, construction, operation, maintenance and professional activities required to support the defence of Canada, particularly related to real and personal property, lands, and buildings.

Roles and Responsibilities of DCC's Board of Directors

The key roles and responsibilities of DCC’s Board are as follows:

  • Governance: Develop the Corporation's governance framework and assess performance.
  • Strategic Planning: Identify emerging trends and issues affecting construction and realty asset management activities within Canada and provide input to management; identify emerging trends and issues affecting government defence policies and activities and provide input to management; approve for recommendation to the responsible Minister the annual five-year Corporate Plan, including performance targets as well as the Corporation's financial objectives, plans and actions; and approve for recommendation to the Minister responsible, proposed significant capital expenditures.
  • Risk Assessment and Management: Review the Corporation's Risk Management Framework and assist management in identifying emerging factors that may act as principal strategic risks to the organization.
  • Internal Controls: Ensure the adequacy and integrity of the Corporation's internal control system as well as its management information system, and ensure that management is undertaking business activities in an ethical manner and in compliance with the various pieces of legislation that affect the Corporation
  • Performance Management and Evaluation: Monitor the strategic performance of the Corporation against the Corporate Plan; assess operating results to evaluate whether the business is being properly managed; assess the effectiveness of the Board in fulfilling its responsibilities; develop indicators to measure the President & CEO's (CEO) performance and assess the performance of the CEO and make recommendations to the Minister for performance rating and awarding of "at-risk" pay; and approve appointments for Officers of the Corporation (the Executive) and review their annual performance and salary recommendations.
  • Management Continuity: Ensure an adequate level of succession planning for senior management positions and officers is in place, including the CEO.
  • Personal Integrity of Board Members: Ensure personal integrity in all dealings with and on behalf of the Corporation, including an ongoing responsibility to disclose conflicts of interest.
  • Committees: Participate in, or chair, Committees of the Board, as appropriate.

Challenges, Issues and Initiatives for DCC

There are currently several internal and external situations requiring the attention of DCC’s Board and which may impact on the Board’s role:

  1. The DND/CF conduct operations in a rapidly changing environment and their infrastructure and environmental support requirements change frequently. DCC must be agile and flexible to support these operational needs in a timely manner. DCC response must include the scope and nature of services required and the locations of service delivery in Canada and abroad. The Board of Directors must stay aware of DCC's response to CF/DND requirements in order to support the Corporation's mission.
  2. DCC will continue to exercise its mandate by responding to the need for specialty services. DND can take advantage of a wide range of DCC's capabilities, and the Corporation stands ready to use the full scope of its mandate to respond to the government's evolving defence requirements. In many cases, mandate issues associated with such work may be referred to the Board for discussion. Emerging requirements will be reflected in the Corporation's strategic direction and the Corporate Plan that must be developed and approved by the Board for approval by the Government.
  3. Governance initiatives for Crown Corporations continue to be important for DCC. Since DCC's Board oversees these issues, the Board must continue to focus on the design and execution of an effective plan for internal audit, on the performance of ongoing oversight of risk management within the Corporation and on ensuring that the Corporation is well served by efficient and effective information systems and management practices.

Core Attributes, Competencies and Experience Required of the Board

The following are the core attributes, competencies and experience that have been identified as necessary for DCC’s Board of Directors:

  • Informed Judgment: The ability to provide wise, thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider different stakeholders’ perspectives, and to identify and address problems, situations and underlying issues that could impair the effective functioning of the Corporation.
  • Integrity and Accountability: Demonstrate high ethical standards and integrity, be willing to act on and remain accountable for Board decisions, meet the accountabilities outlined in the law, by-laws and rules of the Board, see oneself as serving the interests of clients, taxpayers and the Crown.
  • Impact and Influence: The awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect.
  • Financial Literacy: The ability to read and assess financial statements.
  • Public Policy: Experience in or knowledge of public policy.
  • Stakeholder Knowledge: Experience in or knowledge of key current and emerging stakeholder issues, both within government and with industry partners that help deliver defence projects.

Specific Skills, Knowledge and Experience

The nature of the Corporation and the challenges it faces will dictate the overall mix of skills and knowledge required for the Board as a whole.

In order to be effective, there must be a balance of skills and experience within the Board. This will allow the Board to function effectively with different members bringing their own experience and perspective to the fulfillment of the Board’s roles and responsibilities. This list should also reflect the diversity required to deal with the wide range of issues of interest to the Corporation’s stakeholders.

The following table outlines the key skills that are required of one or more members of the Board, and possible sources of potential members that would possess them:

Specific Skill, Knowledge Area or Experience Possible Source of Board Member
Senior corporate management (CEO/COO/CFO) Private or public sector/Crown corporation
Business/corporate/contract law Private sector (corporate/contract lawyer)
Construction, architecture or consulting engineering industry Private sector (company owner, senior partner or officer, or association representative)
Federal public policy or administration DND Assistant Deputy Minister or former public servant
Human resources management Private sector
Financial management/audit Private or public sector chief/senior financial officer with professional financial accreditation or equivalent
DND infrastructure and environmental program DND (ADM Infrastructure & Environment)

Directors from the construction, architecture or consulting engineering industries bring excellent knowledge of the Corporation’s business to the Board. However, due to the potential for conflicts of interest, retired individuals would be most appropriate. Also, since the Canadian Forces and Department of National Defence are the sole clients of the Corporation, they should be represented on the Board.

Representation

Since DCC is an instrument of government policy, the shareholder’s needs should reflect a mix with respect to regional, stakeholder and gender representation.

Working Conditions

DCC’s Directors are expected to prepare for and actively participate in Board and Committee meetings. The Board of Directors normally meets four times per year and the Board Committees, of which there are currently three, usually meet once or twice a year. Most meetings are held in Ottawa. Remuneration and expenses are set according to the Treasury Board guidelines.

EDC's Mandate

As Canada's export credit agency, EDC's mandate is to: “support and develop, directly or indirectly, Canada's export trade and Canadian capacity to engage in that trade as well as respond to international business opportunities.”

EDC is an integral component of Canada’s foreign trade and international business development initiatives, working with government departments and agencies to enhance the visibility and success of Canadian companies abroad. As a financial Crown corporation, EDC provides a wide range of financing and risk management services to support Canadian exporters and investors, often in partnership with the private sector, to help them compete and succeed internationally.

EDC conducts its activities in a socially responsible manner and carefully balances the need to operate in a sound financial manner with its enduring public policy values to create prosperity for Canada. As a recognized centre of excellence for trade finance in Canada, EDC’s breadth of talent distinguishes the organization internationally, a competency which is fundamental to achieving its mandate.

With respect to its operating principles, EDC conducts its business in a manner that is respectful of international agreements to which Canada is a party; that is consistent with its Corporate Social Responsibility commitments; and that ensures the sound financial management of its activities.

Three pillars have been articulated in the Corporate Plan to define and guide EDC’s strategy in the application of its mandate. They are the backbone of EDC’s business strategy and determine what actions and goals EDC sets in the service of Canadian exporters and investors. They are: connecting with exporters and investors; facilitating integrative trade; and leveraging the organization.

Roles and Responsibilities of the Board of Directors

A fifteen-member Board of Directors oversees the Corporation’s activities. The Board includes members from the private sector who bring a broad range of experience and reflect the geographic diversity of Canada, and EDC’s President. Thirteen of the Board members are appointed by the Minister responsible for EDC with the approval of the Governor in Council, while the Chairperson of the Board and EDC’s President are appointed by the Governor in Council.

The Board plays a pivotal role in setting the strategic direction of EDC and in ensuring that public policy objectives are met by EDC in the most effective manner.

The Board reviews the development and refinement of the various financial services offered to Canadian companies, and approves and authorizes certain loans, insurance and guarantee contracts, and funding transactions. The Board pays close attention to relations and communication with the shareholder and other stakeholders of EDC.

EDC’s financial management, reporting and auditing are largely governed by the Financial Administration Act (FAA), as amended from time to time, which establishes a basic system of controls over certain Crown corporations. The Board monitors and evaluates the Corporation’s performance, and also assesses its own effectiveness, and the performance and effectiveness of the CEO.

Oversight of the management and assessment of risk is a major role of the Board, in which the Board ensures that the rigorous processes and frameworks in place to identify and manage various elements of risk remain relevant and effective, ensuring regular reviews and updates are conducted. The Board also oversees the implementation of the corporate social responsibility initiatives of EDC.

EDC’s Board of Directors has an extensive and active committee structure to assist it in fulfilling its roles and responsibilities. Each of the committees has a specific mandate to fulfill, and meets and reports regularly to the Board as a whole.

Challenges, Issues and Initiatives for the Board of Directors

The major challenges faced by EDC’s Board of Directors relate to EDC’s central role in facilitating trade growth on behalf of Canada, a major component in government trade role, as well as the complexities of EDC and the breadth of its products and operations. In representing Canada and Canadian trade policy, EDC is challenged to balance its public policy mandate with the ongoing commercial requirements of the private sector. The accountabilities are considerable, in terms of financial sustainability as well as monetary and reputation risk, including issues of corporate social responsibility. Providing comprehensive oversight at the Board level requires mastery of both broad concepts and specialized knowledge.

EDC serves roughly 7,000 customers, from small- and medium-sized exporters (SMEs) to multi-nationals, and offers these customers a wide range of services, products and distribution channels, with distinct lines of business, and an innovative approach that results in constant development of new products and financial solutions. EDC conducts business in 183 countries, with its trade financing and international market expertise increasingly becoming acknowledged and highly sought after. It builds and strengthens relationships with other financial institutions and entities, including governments, and leverages these relationships into partnership opportunities to better serve Canadian exporters. EDC is financially self-sufficient and maintains its capacity to support exporters without parliamentary appropriations. It is the largest issuer of debt instruments among Crown corporations.

Internal issues include time pressures as the Board and its committees must deal with an increasingly greater workload, and policy considerations of ever greater sophistication and import. For example, in the current year, in addition to the challenges inherent in Board oversight of EDC’s regular operations, the Board is involved in preparations for the statutorily mandated external review of EDC’s governing statute, which could have major implications for EDC’s operations as well as regular periodic reviews by the Auditor General of EDC’s environmental policy and a wide range of EDC operations and activities.

With respect to external issues affecting EDC’s Board, virtually every factor that has an impact on the Canadian export community and indeed on the global business community can result in challenges for EDC and its Board. For example, in recent years the impact of a rapidly appreciating Canadian dollar, the sub-prime situation in the United States, upheavals in aerospace and certain other industries, and geopolitical tensions have all had business implications in Canada to which EDC has been called upon to respond.

Initiatives recently undertaken by EDC’s Board have included the establishment of a Legislative Review Sub-Committee, and revisions and updates to the Charters of several Committees to enhance their effectiveness.

Core Attributes, Competencies and Knowledge of Directors

All Directors of EDC are expected to have the following attributes, competencies and knowledge:

Informed Judgement: The ability to provide wise, thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives, and understand situations and problems by addressing underlying issues.

Integrity and Accountability: Demonstrating high ethical standards and integrity, being willing to act on and remain accountable for Board decisions, meeting the accountabilities outlined in the law, by-laws and rules of the Board, seeing oneself as serving the interests of Canadians.

Impact and Influence: The awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect.

Financial Acumen and Literacy: The ability to read and assess financial statements, and understand asset valuation.

Public Policy: Experience in or knowledge of public policy. Commitment to do what is right for EDC, its public mandate, and its role in building Canadian prosperity.

Mix of Skills, Knowledge and Experience for the Board

Key Industry Knowledge and Experience:

The Board as a whole should include individuals with experience in and/or recent relevant knowledge of the operations of the following key Canadian industry sectors:

  • Capital goods and other manufacturing.
  • Commodities / base and semi-manufactured goods (including natural resources and processed goods such as: ores and minerals, oil and gas extraction and refining, coal and petroleum, products of agriculture, forestry, and mining).
  • Services.

Board membership should also reflect experience in different sizes of enterprises, ranging from large national and trans-national corporations to small- and medium-sized businesses.

Finally, the Board should include individuals with a focus on exporting, which they may have gained either by way of direct experience in the export sector, or from a knowledge of international trade.

Professional / Managerial Qualifications:

The Board should include individuals with professional qualifications or senior-level business experience relevant to the roles of EDC’s Board, specifically:

  • Senior management of large corporations
  • Chief Financial Officer (controls information systems; corporate finance)
  • Engineering
  • Banking and Insurance industry experience
  • Marketing / Business Development
  • Legal practice
  • Accounting practice
  • Experience generally on Boards of Directors (or Boards of Trustees, etc.)

Representation:

In addition to representation in terms of industry sector and experience (as outlined in the preceding sections), the membership of EDC’s Board should continue to represent the geographical regions of Canada. Gender and cultural representation should continue, as should efforts taken to ensure that the Board represents the diversity of Canada’s population and its business communities.

Leadership Skills:

The constituency of the Board should include strong representation of all of the following leadership skills:

  • Strategic Thinking: thinking innovatively and broadly about the range of strategic, market and customer issues likely to affect EDC’s ability to fulfill its role in the Canadian business community.
  • Initiative: being able to recognize current and future needs of EDC and its clients.
  • Building Organizational Capability: working towards EDC’s long-term ability to produce and sustain excellent results, including oversight of human resources planning and succession.
  • Passion for EDC’s Mandate: having a strong commitment to do what is right for EDC, its public mandate, and its role in building Canadian prosperity.

Specific Skills and Knowledge:

While not every Director can demonstrate all of the following, every one of them should be reflected in the overall make up of the Board:

  • Strategic Planning: including the abilities necessary to provide input to management on emerging trends and issues, to review and provide input on corporate plan and sector strategies, and to review and approve EDC's financial objectives, plans and actions, including capital allocations and expenditures.
  • Corporate Finance and Business Management: including the ability to steer a large financial institution and manage its financial health and sustainability, as well as knowledge of standards and trends in both the banking industry and the insurance industry.
  • Risk Assessment and Risk Management: the ability to identify the principal risks of EDC’s businesses and ensure that appropriate systems are in place to manage these risks.
  • Internal Controls: the abilities required to assess the integrity of EDC’s internal control systems; to assess compliance with laws and regulations, with the governing documents of a corporation, and with audit and accounting principles; and to assess compliance with the ethics of EDC
  • Performance Management & Evaluation: experience in monitoring corporate performance against the strategic and business plans, including assessing operating results to evaluate whether the business is being properly managed; the ability to assess the effectiveness of the Board in fulfilling its responsibilities, including monitoring the effectiveness of individual directors; and experience in developing indicators to measure Executive performance and assess the performance of the CEO.
  • Corporate Governance: knowledge of principles of good corporate governance, including familiarity with current developments and emerging practices with respect to duties of directors towards the corporation, such as the duty to disclose, duties with respect to conflicts of interest and other duties of a legal and ethical nature.
  • Government and Stakeholder Relations: the knowledge necessary to understand and take the interests and priorities of government into account in the decision making process, as well to understand and take the interests of different stakeholders, including customers and potential customers, into account in the decision making process.
  • Communications: Experience in providing guidance on communication strategies aligned with corporate mandate and priorities, and in considering the role of various media in the achievement of the corporate objectives.
  • Knowledge and experience relevant to EDC products and services: experience in using technology and related business applications; knowledge of lending principles and applications, and of banking industry standards and trends; knowledge of insurance underwriting principles and applications, and of insurance industry standards and trends; knowledge of treasury operations; marketing knowledge; familiarity with Canadian export business community and segmentation, the global trade market, and international economic environment and trends; understanding of global trade regulatory environment and compliance; understanding of domestic economic environment and trends; and ability to recognize opportunities to optimize existing market penetration and develop new markets.

Board Working Conditions

Membership on EDC’s Board of Directors involves a significant commitment of time, as well as a sharing of expertise to further EDC’s objectives and work towards fulfillment of its mandate:

  • Six regular meetings of the Board are held each year, with most of these meetings held in Ottawa, and at least one meeting per year held in a location that will enable Board members to enhance their familiarity with regional operations and facilitate contact with regional business communities.
  • Additional Board meetings may be held for strategic planning purposes, or in special circumstances as may be necessary from time to time.
  • In 2007, Board members served on an average of 2.5 committees. Committees generally meet the same week as regular Board meetings, although Committee meetings are sometimes convened at other times.
  • Each set of regular Board and committee meetings requires a minimum commitment of 3 to 3 ½ days including preparation and travel time. Directors are expected to attend all Board meetings and meetings of Committees of which they are members, although participation by telephone is sometimes possible.
  • Directors’ remuneration is set by Order in Council supplemented by government guidelines. The Chairperson of the Board is paid an annual fee of $12,400 and a per diem of $485, while other private-sector directors are paid an annual fee of $6,200 and a per diem of $485. Directors receive additional annual fees of $2,000 when they hold office as vice-chairperson of the Board or as chairperson of a committee other than the Executive Committee. EDC’s President does not receive additional remuneration for acting as a director.
  • In addition to their regular responsibilities, directors contribute additional time engaging with management in connection with matters on which a director’s advice and counsel is sought, as well as in receiving briefings on current developments, providing input on draft documents and discussing issues among themselves.

Membership on EDC’s Board also involves commitment to legal and ethical conduct, including adherence and an annual recommitment to a code of conduct, which forms part of a code of conduct applicable to all EDC employees. Other Board-specific procedures and guidelines which supplement these provisions and which also require annual recommitment by all directors have recently been developed and are now in place.

While there are no categories of individuals disqualified from serving as director, when appointments are made, one must also be mindful of the potential for concerns on the part of customers when their industry competitors may have personnel serving as Board members.

Corporation Mandate

The Federal Bridge Corporation Limited (FBCL/the Corporation) results from the amalgamation of the former FBCL with Blue Water Bridge Authority under the Canada Business Corporations Act effective as of February 1, 2015. It is subject to the Financial Administration Act and is a parent Crown corporation and agent of the Crown.  It has a mandate to engage in a range of activities to ensure that the international bridges and related infrastructure in its portfolio are safe, secure, efficient, environmentally sound and well-maintained.  The Corporation’s portfolio currently includes Canadian interests in: the Blue Water Bridge in Point Edward, Ontario; the Seaway International Bridge (SIB) in Cornwall, Ontario; the Sault Ste. Marie International Bridge, in Sault Ste. Marie, Ontario, and the Thousand Islands Bridge at Lansdowne, Ontario.  In support of these operations, the Corporation’s activities include the design, construction, financing maintenance, operation, management or development of international bridges or other affiliated structures or facilities or activities.

Roles and Responsibilities

The Board is responsible for the management of business activities and other affairs of the Corporation. It discharges its responsibility by way of oversight of the Corporation in a manner that is fully consistent with its fiduciary duty and duty of care.

The Board is responsible for the stewardship of the corporation and to maintain active oversight of the corporation’s governance.

The Board establishes and oversees implementation of corporate objectives and sets the strategic direction of the Corporation and is responsible for the Corporate Plan, Quarterly Financial Statements and Annual Reports.

The Board will evaluate the Corporation’s performance, monitor the Corporation’s financial plans and results and monitor and evaluate the performance of the Chief Executive Officer and approve the annual financial statements, budgets and audit results.  The Board will ensure the integrity and adequacy of the Corporation’s information systems and management practices, and ensure FBCL is identifying and managing its major risks.

The Board will define corporate governance procedures and by-laws, and be responsible for the overall corporate governance of the Corporation in a manner that is consistent with best practices and with related government policies. It establishes Committees of the Board, including an Audit Committee.

The Board will ensure strong and effective stakeholder communications and relations.

Challenges, Issues and Initiatives

The safety and security of the network of international bridges in Canada is not only essential to vehicle traffic, but is a key strategic component of the larger Canadian transportation system and a vital part of the country’s commercial trade with the U.S. 

Demands for safety and security, competing financial requirements for maintenance, replacement or addition of structures, and the need for a more consolidated approach for managing the international bridge network are ongoing significant challenges.

As revenues are mostly derived from the custodial functions of FBCL, the ability for the Corporation to manoeuvre is limited.  It is therefore critical to identify viable and sustainable options to finance FBCL’s operations. 

The Corporation was established through a recent amalgamation of FBCL and its subsidiaries, the Seaway International Bridge (SIBC) and the St Mary’s River Bridge Company (SMRBC) and the Blue Water Bridge Authority.  The Corporation is transitioning to a streamlined organizational structure that will oversee the safe, secure, efficient and environmentally sound flow of goods and people between Canada and the United States, which is essential to our economic competitiveness and our mutual prosperity.  The new operating structure must sustain and improve relations with all stakeholders including the host communities, U.S partners, and First Nations as well as maintain consistent policy operating systems across the corporation and bridge network.

Core Attibutes, Competencies and Experience

The Board, collectively, requires a balanced set of skills, knowledge and experience to provide oversight and direction.  Directors should be financially literate as well as possess the following:

Knowledge

  • FBCL’s business and business lines
  • Role of the Board of Directors and its relationship to its stakeholders
  • Roles and Responsibilities of the Board of Directors and those of Executive Management
  • Effective corporate governance and best practices
  • Strategic planning, project management and financial management (business case analysis, investment strategies, etc.)
  • Public policy and administration

Abilities and Personal Suitability

  • Management of physical, financial and human resources
  • Policy implementation and strategic planning skills
  • Informed judgment
  • Effective communication skills
  • Effective stakeholder engagement skills
  • Diplomacy
  • Values/high ethical standards/integrity
  • Teamwork and tactful interpersonal skills

Specific Skills, Knowledge and Experience

In the overall mix of skills, knowledge and experience required to maximize the effectiveness of the Board, the following experience and capabilities are required of the Board as a whole, but not necessarily by each Board member.

Experience

  • Senior executive experience
  • Previous Board of Director experience
  • International relations experience
  • Management of transportation infrastructure experience

Knowledge

  • Finance and accounting
  • Structural Engineering/Construction
  • Legal Expertise
  • Risk Management
  • First Nations consultations
  • Infrastructure management
  • Corporate governance and management
  • Strategic and Project planning and analysis
  • Public policy
  • Bridge safety and security issues and law enforcement
  • Canada – USA relations
  • Human Resources
  • Community affairs
  • Information technology
  • Mergers and acquisitions

Representation

The Board consists of seven Directors including the Chairperson and the CEO. The Directors are appointed by the Minister of Transport with the approval of the Governor in Council. The Chairperson and CEO are appointed by the Governor in Council on the recommendation of the Minister of Transport. The Board should have representation from each of the communities where the Corporation operates and represent linguistic duality, cultural diversity and gender balance.

Working Conditions

The Board and its Audit Committee meet a minimum of 5 times per year as well as meetings via teleconference as required at the call of the Chair. In addition, a strategic planning session is held each Fall. The frequency of committee meetings is ordinarily held in conjunction with Board meetings, but Committees may meet on other specified days.  The average time commitment for Directors is 15-20 days per year, excluding travel time.

Board members are required to Chair and/or sit on Board committees and should be prepared to view, as required, the structures managed by the Corporation.  Directors follow the Corporation’s Conflict of Interest Policy and the Corporation’s Code of Conduct for Directors.

Board members receive remuneration set by the Governor-in-Council along with Board approved reasonable travel and living expenses incurred in the course of performing their duties.

Approved by the Board of Directors of The Federal Bridge Corporation Limited at its meeting held on May 27, 2015.

Introduction

This document is intended as a guideline and working parameters for the appointment of Directors / Chairs to the Great Lakes Pilotage Authority (the Authority). The profile is a description of the experience, attributes, and skills that all members of the Board need and the additional specialized skills or attributes that particular Directors or the Chair may require. The profile takes into consideration the legally mandated objectives and role of the organization, the roles and responsibilities of its Board and Directors, and the Board’s composition strategy.

The profile is meant to serve as a tool for the Board to provide guidance to the Minister responsible in developing appropriate search and selection criteria for potential Board members. The document can also serve as a communications tool with prospective candidates and government representatives so they can better appreciate the needs of the Authority.

Role of the Great Lakes Pilotage Authority

The Authority was established in 1972 pursuant to the Pilotage Act and is considered a parent Crown Corporation of the Government of Canada under the Financial Administration Act (Schedule III, Part I).

The mandate of the Authority is to establish, operate, maintain, and administer, in the interest of safety, an efficient Pilotage service within its designated region of responsibility. The key corporate objectives of the Authority are:

  • To provide economic, safe, reliable, and efficient marine pilotage and related services in its region of responsibility;
  • To provide the above services within a commercially-oriented framework, directed toward achieving and maintaining financial self-sufficiency, through tariffs which are fair and reasonable;
  • To promote the effective utilization of the Authority’s facilities, equipment and expertise, through the productive application of these resources in the interest of safe navigation;
  • To be responsive to the Government’s environmental, social and economic policies.

The Authority’s regions of responsibility are the St. Lawrence River west of Montreal, the waters of the five Great Lakes and the Port of Churchill, Manitoba.

Board Composition Strategy

Board Structure

The Board, including the Chair, is comprised of 7 persons who are appointed by the Governor in Council (the GIC). The composition of the Directors on the Board has, for many years, been unofficially premised on the so-called “2+2+2” representation strategy, which strives to appoint two qualified directors from each of the following stakeholder groups:

  • Pilot interests
  • Shipping interests
  • Public interest

The strategy continues to this day and was recommended for formal adoption as a part of the Canada Marine Act review in 2002, but no official action has been taken to date. The Authority believes this representation strategy has generally been effective and should continue, but with clarifications on some required or desirable traits as identified in the following sections.

The Board also recognizes the benefits of achieving diversity in the composition of the Directors. This entails giving consideration of different forms of diversity including gender, race, etc. Notwithstanding the desirability of increasing diversity, the Board considers that individual competency is the key requirements for all Directors.

Knowledge

The Board must collectively bring knowledge of:

  • The principle economic factors and realities that affect the Authority’s region of responsibility
  • Financial management
  • Human resources management
  • Effective communication practices
  • The public policy environment
  • Environmental policies and issues

Professional Experience

The Board must collectively bring experience in:

  • Pilotage in the Authority’s region of responsibility
  • The shipping industry
  • Business management, operations, and control
  • Corporate governance
  • Financial literacy (and expertise for the Audit Committee)
  • Vision and strategy development
  • Communications and public affairs

Individuals are expected to have the following experience or characteristics:

  • Successful leaders in their industry, sector, organization, or community
  • Prior Board experience is deemed highly desirous
  • Knowledge of and appreciation for marine safety on the Great Lakes
  • Other technical or functional skills as required for the specific position to be filled (as developed from the Board composition strategy)

Core Attributes and Competencies of Individuals

The Board considers that all Directors should have the following key characteristics to enable them and the Board to function effectively.

Strategic Thinking

  • Thinks ahead and anticipates likely future consequences and trends.
  • Grasps the big picture and goes beyond single-event decisions.

Decision Making

  • Comfortable with the responsible use of authority in a Board environment.
  • Experienced in policy focused / business related decision environments with delegation of operational responsibilities to management.
  • Demonstrates sound business judgement.

Analytical Understanding

  • Capable of interpreting both qualitative and quantitative information.
  • Able to read and assess financial statements and business proposals (in keeping with the Board’s financial literacy questionnaire in the Audit Committee Policies).
  • Skilled in performing problem analysis.
  • Able to assess and effectively challenge management recommendations.

Personal Attributes

  • Deemed independent as defined by government governance guidelines and has no perceived or actual conflicts of interest with the Authority.
  • Interest in, and enthusiasm for, the industry.
  • Full acceptance of the mandate, objectives, and values of the Authority and a desire to contribute to the organization in a meaningful way.
  • Understanding of the need to act in the best interests of the Authority.
  • Capable of espousing the organization’s core values and beliefs and conducts themselves in accordance with those values.
  • Conducts themselves in an honest, trustworthy manner.
  • Maintains confidence and does not misrepresent themselves for personal gain.
  • Capable of being direct and forceful as well as diplomatic.
  • Able to negotiate skilfully in difficult situations with both internal and external groups and win concessions without damaging relationships.
  • Understands complex political situations and is sensitive to the political nuances within which the organization operates and can anticipate associated problem areas.
  • Able to work as part of a group - persuasive, assertive, and flexible.
  • Demonstrate strong oral communication and listening skills.
  • Dynamic and energetic.

Additional Characteristics for the Chair of the Board

The Chair of the Board is a part-time position and the requirements for serving in this position are deemed to be more demanding in that the individual must:

  • Lead the Board in planning / managing its activities and fulfilling its responsibilities.
  • Serve as a primary interface with the CEO and the Minister responsible for the Crown Corporation.
  • Represent the Board and the Authority to outside parties as appropriate.

These roles not only require additional time commitments compared to other Directors, but also require particular skills and experience, including:

  • Prior experience as a Director.
  • Understanding of corporate governance, audit, and accounting principles.
  • Prior experience and success as the Chair of a Board, ideally with a similar scope and complexity as that of the Authority.
  • Ability to:
    • Work effectively with the government, and the responsible Minister in particular.
    • Conceptualize and articulate a corporate vision and business direction.
    • Build constructive relationships and facilitate information sharing and meaningful dialogue among Board members, management, the shareholder, and other stakeholders.
    • Analyze and monitor trends affecting corporate performance.
    • Oversee the health and effective operation of the corporation.
    • Achieve continuous improvement in Board performance.
  • Excellent interpersonal and communication skills.
  • Willingness to:
    • Arrange his/her affairs to eliminate any perceived conflicts of interest.
    • Appear before a Parliamentary Committee as required.
    • Dedicate the required time to fulfil the requirements of the position (about 50 days per year).
  • University degree preferred, but not mandatory.
  • The ability to perform in both official languages is preferred.

Working Conditions for Directors

  • Available for between 10 and 20 days per year for Board and Committee activities and related travel.
  • Most Directors are expected to sit on at least one Committee of the Board; rotation may occur on Committees during the term to ensure a dynamic membership.
  • Governor in Council appointment to the Board are expected to be an initial 4 year term renewable for an additional term (typical 8 year maximum) under new government governance guidelines.
  • Remuneration – in keeping with current Governor in Council guidelines:
    • Director annual retainer of $3,000
    • Chair annual retainer of $6,000
    • Per diem of $250 for attendance at Board or Committee meetings
    • Preparation allowance per diem $125 per Board or Committee meeting

GENERIC PROFILE OF A BOARD MEMBER

I. Corporation Mandate

The IDRC ACT Sec. 4 (1) states:

The objects of the Centre are to initiate, encourage, support and conduct research into the problems of the developing regions of the world and into the means for applying and adapting scientific, technical and other knowledge to the economic and social advancement of those regions and, in carrying out those objects,

  1. to enlist the talents of natural and social scientists and technologists in Canada and other countries;
  2. to assist the developing regions to build up the research capabilities, the innovative skills and the institutions required to solve their problems;
  3. to encourage generally the coordination of international development research; and
  4. to foster cooperation in research on development between the developed and developing regions for their mutual benefit.

II. Roles and Responsibilities

The Board of Governors, its committees and members establish the strategic program directions of the Centre; review and approve the Centre's financial objectives, plans and actions; review Human Resources management plans; assess and manage risks associated with the Centre's business; ensure the integrity of the corporations internal control and management information systems; monitor corporate performance against strategic and business plans; assess its own responsibilities in fulfilling Board responsibilities; and develop indicators to measure and monitor the CEO's performance.

III. Core Attributes, Competencies and Experience

The Board should comprise a range of people from academia, public or private organizations and agencies, and the business and scientific communities with knowledge of international development and foreign policy. Board members must be capable of providing informed judgement and thoughtful counsel to Centre management on a wide variety of issues pertaining to the Centre's mandate.

Governors are expected to demonstrate high ethical standards and integrity; to be accountable for board decisions; to meet the accountabilities outlined in the IDRC Act and by-laws and to serve the interests of the Centre.

Governors must be fluent in either English or French.

IV. **Specific Skills, Knowledge and Experience

In accordance with the IDRC Act:

Governors must have experience in the field of international development or experience or training in the natural or social sciences or technology.

In addition to the requirements listed above, the Board should also have governors with experience: at senior levels in the public and private sector; in public policy formulation; in finance and resource management; and in the application/utilization of scientific research and technology for human development.

An analysis of existing skills, knowledge and experience of current Board members indicates that the following skills, knowledge and experience are required at the present time:

V. **Representation

In accordance with the IDRC Act:

The Chairman, Vice-Chairman and 9 other governors must be Canadian citizens. The 10 international governors should include at least 7 governors from developing countries. Any retiring governor is eligible for re-appointment to the Board in the same or another capacity.

Two of the governors who are Canadian Citizens, other than the Chairman and the Vice-Chairman, may be appointed from among the members of the Senate or the House of Commons.

The regions of Canada and the world must be represented and a gender balance must be maintained.

VI. Working Conditions

Candidates should be able to attend three meetings per year of two days each and have time to give adequate attention to the documentation which is prepared for each meeting (estimated requirement is one day preparation per meeting).

The committees of the Board also meet quarterly by teleconference, usually in advance of the full meeting of the Board. (Estimated requirements - one half day of preparation).

Field visits (1 - 2 weeks in duration) to project sites in developing countries are regularly organized for small groups of governors. Though not compulsory, governors are expected to participate in these activities. Travel conditions may be difficult and could include varying standards of accommodation and service.

** Additional information on specific needs to be provided when submitting nominations for specific vacancies.

Corporate Mandate

The mandate of the Authority is to operate, maintain and manage, in the interest of navigation safety, an effective pilotage service in the Canadian waters for the Laurentian region. To fulfil this mandate, the Authority must continue to charge equitable, reasonable pilotage tariffs that will enable the Authority to finance its operations autonomously. The Authority exercises public regulatory authority, and also issues, suspends or revokes pilot licences and certificates.

The Authority has set three key objectives to carry out its mandate:

  • to achieve and maintain financial self-sufficiency;
  • to work with its partners and service providers to maximize the efficiency, quality and safety of pilotage services, by being attentive to client needs;
  • to heed and to comply with the policies and initiatives of the Government of Canada, especially in technological and economic matters.

Roles and Responsibilities of Members

Generally speaking, the members of the Board of Directors of the Authority must act honestly and in good faith, in the best interests of the Authority. They must, in performing their duties and functions, exercise the care, diligence and skill of a reasonably prudent person.

The Board members’ specific responsibilities relate to the following aspects of managing the Authority:

1.0 Approval of Strategic Orientation

The Board's main responsibility is to approve the Authority's strategic orientation. The executive develops the Authority's strategic orientation and business plan, but the Board has the responsibility to evaluate, question and approve them.

In carrying out these responsibilities, the Board must:

  • develop the Authority’s public policy objectives;
  • evaluate what compromises must be made to address conflicts that sometimes exist between the public interest and the Authority’s business objectives;
  • represent members and speak on their collective behalf to the Minister, through the Chairman, in consultations with regard to the statement of priorities and responsibilities, and make observations about issues regarding the mandate of the Authority.

2.0 Identification of Key Risks

Exercising stewardship of the Authority’s resources, especially its financial resources, is the task that most requires the Board members’ attention. The Board must review and approve all crucial decisions regarding the Authority’s assets and their funding. The Board must ensure that there are mechanisms in place to effectively monitor and manage any risks that might hinder the Authority in fulfilling its mandate.

In carrying out these responsibilities, the Board must:

  • promote a corporate culture with public policy objectives;
  • monitor the degree to which employees reflect this corporate culture, so that the Authority’s ethics and values are strictly observed, and the Authority can report on how they are observed.

3.0 Succession Planning

The Board must ensure that there will be qualified managers to enable the Board to fulfil its mandate on a permanent and long-term basis. Succession planning must consider the Chief Executive Officer’s plan to appoint, train, evaluate and motivate managers.

In carrying out these responsibilities, the Board must:

  • with the assistance of the Chief Executive Officer, divide responsibilities between the Board of Directors and the executive;
  • with the assistance of the Chairman and the Chief Executive Officer, develop the work description of the Chief Executive Officer;
  • with the assistance of the Chief Executive Officer, develop a set of objectives that the Chief Executive Officer must achieve for the Authority;
  • identify the skills and characteristics that the Board deems the Chief Executive Officer must possess to ensure the Authority’s performance and to address its key issues, risks and challenges;
  • evaluate the Chief Executive Officer’s performance on an annual basis, in light of the duties defined and the objectives agreed with the Chief Executive Officer at the beginning of the fiscal year.

4.0 Importance of Information

The Board must receive the information it deems necessary to perform its functions. Provided to the Board on a regular basis, this information must help the Board to assist in developing the Authority’s strategic orientation and monitoring the achievement of its objectives.

Among other responsibilities, the Board must co operate in implementing an information system that meets its needs. With managers, the Board must discuss and define the parameters, quantity, production schedule, frequency and usefulness of the information that it receives. The Board must ensure the integrity of information systems and related management practices, by ensuring that information provided to the Government, through the Minister of Transport, accurately reflects the Authority’s operational status and future plans.

In carrying out these responsibilities, the Board must:

  • ensure that the Authority’s reports (such as the business plan and the annual report) accurately convey the issues that it faces;
  • ensure that the Government of Canada is given enough information to be able to assess the degree to which the Authority has successfully achieved its objectives;
  • provide data on the achievement of government policy objectives.

5.0 Development and Independence of Board Members

The Board must assess the contribution of each of its members, so that it can improve its effectiveness and meet its succession planning responsibility. These evaluations also help the Board to identify opportunities to improve its practices or the abilities and skills that should be added to the Board itself and to its committees. For this reason, the Board must ensure that the directors have the opportunity to pursue their training and learning, and thus increase their effectiveness and contribution to the Authority.

In carrying out these responsibilities, the Board must:

  • develop a process to evaluate the effectiveness of the Board itself, its committees, and each director;
  • be attentive to the training and continuous learning needs of directors, and see that they obtain the required training;
  • assume responsibility for the overall approach that the Authority adopts in governance matters;
  • evaluate its mechanism for succession planning, performance, the directors’ training program, director’s pay and administration of the Authority’s governance regime.

Basic Qualifications, Skills and Experience

Board members are expected to possess a balanced set of knowledge, qualifications and experience, so that they can monitor and guide the Board’s activities, including the following basic qualifications and skills:

  • Informed judgement: Can provide informed and thoughtful advice from a broad national and regional perspective; analyze; raise appropriate strategic issues; consider the views of the various stakeholders; and grasp situations or problems by examining underlying issues.
  • Integrity and accountability: Know and apply current rules of ethical conduct; show probity and integrity; are prepared to implement and remain accountable for the Board’s decisions; meet accountability requirements established by acts, administrative regulations and the bylaws of the Board itself; see themselves as serving the interests of the Authority and the public at large.
  • Impact and influence: Know the impact of the Authority’s issues, policies and decisions on the shipping industry and on public opinion; are aware of the divergent needs and objectives of the various stakeholders; and act to persuade or convince others, in order to influence or produce a given outcome.

Some Board members should possess specific knowledge and experience to increase the Board’s effectiveness:

  • Previous experience as a member of the board of directors of a private or non-profit corporation
  • Knowledge and experience in business and best business practices
  • Financial knowledge: All directors should be able to read financial statements. At least one director should possess financial knowledge or experience, so that this expertise is available to the financial and audit committee.
  • Knowledge and experience of human resources
  • Knowledge and experience of public affairs
  • Knowledge and experience of the shipping industry
  • Knowledge and experience of pilotage

Representation

It is customary for the Board of Directors of the Authority to be made up of equal shares of individuals from Canadian society as a whole, the Canadian and international shipping community, and the pilotage sector. In addition to these six members, there is a Chairman, who should preferably possess knowledge or experience of shipping.

Working Conditions

The Board meets at least seven times a year at the Authority’s headquarters in Montreal. There are also meetings of the various committees formed by the Board. In view of the time it takes to plan each of these meetings and the travel required, members are able to devote about 25 days a year to their duties and functions relating to the Authority.

Members receive compensation established in accordance with the parameters defined by the Privy Council Office. The Authority also pays members’ travel expenses.

Corporation Mandate

To provide a safe, environmentally responsible, and quality ferry service between the Island of Newfoundland and the Province of Nova Scotia in a reliable, courteous and cost-effective manner.

Marine Atlantic operates on two routes.  The first is a year round, 96 nautical mile daily ferry service between Port aux Basques, Newfoundland and Labrador and North Sydney, Nova Scotia.  The second, offered from mid-June until late September, is a 280 nautical mile tri-weekly ferry service between Argentia, Newfoundland and Labrador and North Sydney, Nova Scotia.

Roles and Responsibilities

The Board operates by delegating certain of its responsibilities to management and reserving certain powers for itself. The Board's principal duties fall into the following categories:

  • Adoption and monitoring of strategic and business planning processes and plans;
  • Appointing, monitoring and compensating executive management, excluding the President and CEO;
  • Monitoring and evaluating the performance of the CEO and making recommendations based on this evaluation to the shareholder;
  • Overseeing the management of enterprise risk;
  • Establishing and upholding MAI's integrity, ethics and social responsibility;
  • Overseeing the integrity of the system of internal control and management information;
  • Providing for effective communication with stakeholders; and
  • Establishing and maintaining effective governance practices.

Challenges, Issues and Initiatives

In 2010/2011 Marine Atlantic introduced two new vessels into its fleet.  Customer satisfaction has increased with the new fleet and the Corporation is focused on continued improvements to customer service.

In 2012, Marine Atlantic's major projects focused on shore-based upgrades at all three ports to facilitate and improve traffic flow and strengthen service reliabilities.

In recent years, Marine Atlantic has been challenged by the change in traffic mix with passenger related traffic declining and commercial related traffic increasing.

In order to achieve ongoing cost efficiencies and to develop sustainable long term funding, Marine Atlantic is focused on how it runs its business by improving cost effectiveness through improved business processes and developing cost containment strategies.

A key initiative is improving the safety culture throughout the organization with a focus on safety in every aspect of its operations.

Core Values, Attributes, Competencies and Experience

Directors are expected to carry out their duties and responsibilities and interaction with others in a manner which promotes the Corporate Values of the Corporation which are binding on all employees of Marine Atlantic.  The Corporate Values of Marine Atlantic are: Safety, Integrity, Excellence, Teamwork and Commitment.  

Safety

Protection of people, property, and the environment is our ultimate priority. Excellence in managing health, safety and environmental performance is critical to our sustainability and long-term business success.

Integrity

We say what we mean, mean what we say and do what we say. Honesty and credibility opens the path to engagement. Our actions always align with what we say. The reputation of our business is dependent on our ethical behaviour in everything we do.

Excellence

We are passionate about our internal and external customers and our services. We take pride in what we do and are committed to continuously improving how we operate through innovation and information sharing. We always focus on the needs of our internal and external customers and are dedicated to satisfying those needs with a sense of urgency.

Teamwork

We always help each other. Working together always results in better outcomes.

Commitment

We are all responsible for our performance and the success of the business. We understand our commitments to each other and to our customers.

In addition to the Corporate Values of Marine Atlantic applicable to both employees and Directors of Marine Atlantic, each Director is expected to possess the following core attributes, competencies and experience:

  • Informed Judgment

    The ability to provide wise, thoughtful counsel, to analyze, ask relevant questions at the strategic level, consider the different stakeholders' perspectives, understand situations and problems by addressing underlying issues.

  • Accountability

    Demonstrating high ethical standards and integrity, being willing to act on and remain accountable for board decisions, meeting the accountabilities outlined in the law, by-laws and rules of the board, seeing oneself as serving the interests of Canadians.

  • Impact and Influence

    The awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect.

  • Financial Literacy

    The ability to read and assess financial statements.

  • Public Policy

    Experience in or knowledge of public policy.

Specific Skills, Knowledge and Experience

As a whole, the Board of Directors should include individuals who possess a strong mix and balance of skills, knowledge and experience.  The specific skills and experience expected to comprise the Board, but not necessarily in each individual director include the following areas:

Human Resources – Extensive experience and expertise in managing the human resources and labour relations functions of a corporation.

Finance – Financial expertise and experience to provide the skill required for the Audit Committee requirements (i.e. CA or equivalent). 

Public, Government and Stakeholder Relations – An understanding of government functions and public policy considerations.  The ability to understand and take the interests of different stakeholders, including customers, into account in the decision making process.

Transportation and Marine Industry – An understanding of vessel management and marine operations.  Knowledge and understanding of the transportation industry, including trucking and an understanding of tourism and hospitality operations.

Knowledge of the local communities where Marine Atlantic operates would be an asset.  These communities include: Port aux Basques and Argentia, Newfoundland and Labrador and North Sydney, Nova Scotia. 

Representation

The Board representation consists of a diversified range of skills.  Ongoing representation should include marine expertise, legal, human resources, consumer satisfaction/marketing expertise, organizational change and transformation management. 

The Board should reflect local regional representation and gender balance. 

Working Conditions

The Working Conditions for the Board are as follows:

  1. Meetings
    • Four regularly scheduled Board meetings per year, once a quarter in March, June, September and December and one annual strategy session and an annual public meeting;
    • Conference call meetings are required from time to time;
    • Meetings are usually held in the Corporate Office in St. John's, Newfoundland and Labrador.
  2. Annual Time Commitment
    • On average, Directors are expected to commit to approximately 10-12 days in meetings plus travel and preparation time;
    • The Chair of Board is expected to commit to approximately 20 days plus travel and preparation time;
    • The Chair of a Committee must commit to an additional 5-6 days.
  3. Committee Work
    • The Board of Directors has delegated certain responsibilities to three Committees:
      • Human Resources and Pension Management Committee
      • Audit and Risk Committee
      • Safety, Corporate Governance and Accountability Committee
    • A Director is appointed as Chair to each of these Committees by the Chair of the Board, based upon their individual experience and knowledge;
    • All Directors are required to sit on one Committee and may sit on 2 Committees.
  4. Code of Conduct

    In addition to the Conflict of Interest Act and the Ethical and Political Activity Guidelines for Public Office Holders as outlined in Accountable Government, Directors are required to comply with Marine Atlantic's Board of Directors Conflict of Interest Guidelines and Code of Conduct for Directors.

  5. Remuneration and Expenses

    Directors receive per diem remuneration as set out in the Remuneration Guidelines for Part-Time Governor in Council Appointees in Crown corporations, along with Board approved expenses, in accordance with Marine Atlantic's Expense Guidelines.

Corporation Mandate

The National Arts Centre Act in 1969 established “a Corporation, to be known as the National Arts Centre Corporation, consisting of a Board of Trustees”. The Board is currently composed of a Chair, a Vice-Chair, the Mayors of Ottawa and Gatineau ex officio, and six other members appointed from across Canada for a three-year term, renewable. The objects of the Corporation are to operate and maintain the Centre, to develop the performing arts in the National Capital Region, and to assist The Canada Council for the Arts in the development of the performing arts elsewhere in Canada.

Among other powers listed in the Act, the Board of Trustees has the power to appoint a President of the Centre, who is Chief Executive Officer. The Board may also make by-laws for the regulation of its proceedings, for the establishment of advisory committees, and “generally, for the conduct and management of its activities”. The Board is the Corporation, and is ultimately responsible to the Government of Canada for the performance of the National Arts Centre. The Centre is specifically exempt from the provisions of Part X of the Financial Administration Act.

Roles and Responsibilities

Under the National Arts Centre Act, the Board of Trustees serves as the governing body for the National Arts Centre, reporting to Parliament through the Minister of Canadian Heritage. Eight members of the Board are all appointed through Governor in Council on the advice of the Minister. The other two are ex officio by virtue of the offices they hold (Mayors of Ottawa and Gatineau). The Board sets the strategic direction of the Centre, and ensures that the business of the Centre is properly conducted and resources assigned.

Challenges, Issues and Initiatives

The Canadian economy remains a challenge for the National Arts Centre as the world economic downturn continues to have a far reaching impact on consumer incomes and discretionary spending. The Board continues to monitor the overall budget of the Centre with the objective of achieving a balanced budget each year. The most important, recent initiative of the Board was the development of the National Arts Centre’s 2008-2013 Strategic Plan that sets out the broad focus and direction for the next five years.

Core Attributes, Competencies and Experience

This is a small, working Board. Trustees bear considerable responsibilities, and for the Board to function effectively, each Trustee must be prepared to keep well informed and actively participate in the work of the Board and its committees. These expectations are the basis for the profile which follows.

In addition to the regional balance, a mix of specific skills and experience is sought. The National Arts Centre is approximately 50% funded by Parliament, and generates 50% of its revenues from a combination of box office receipts, sponsorships, food services, and parking operations. Because the Centre is actively engaged in commercial as well as artistic activities, a combination of significant business experience and artistic sensitivity is an important attribute of Board members. While fundraising per se is not expected of all members, Trustees should be well positioned to assist the Development Department in seeking financial support from their home communities.

The National Arts Centre is a $50-60M enterprise, with substantial human and capital assets. More than 230 individuals depend on the Centre for their livelihood, and another 470 are dependent upon it for some portion of their income. Responsible financial and human resource management is thus of extreme importance. At the very least, Trustees should be financially literate, be able to read and understand financial statements, and have some knowledge and experience in the difficult and often complex human issues involved in the management of a significant organization.

The Board of Trustees is collectively responsible for the performance of the Centre. Decisions are made as a group working together, usually on a consensual basis; teamwork is an essential ingredient of this process. A demonstrated ability to work constructively as a member of a team, as indicated by prior experience, is important to the functioning of the Board.

The most critical decisions faced by Trustees – performance appraisal, appointments to senior positions, promotions, terminations – involve human judgments. Such judgments are influenced heavily by life experience. Largely intangible, these skills are acquired through broad, diverse lives and careers. Age and experience are therefore vital assets of any Trustee.

Specific Skills, Knowledge and Experience

A high personal and/or professional profile in the Trustee’s own community or area of the country. As the National Arts Centre is a national institution, and its Strategic Plan calls for a significant thrust outside the National Capital Region, strong contacts in key centres or areas of Canada are important – both for fundraising purposes and for giving the Centre credibility in its efforts.

A knowledge of, and contacts within, the governmental structure are also important to the National Arts Centre in carrying out its mandate.

Specific background, experience, and skills in such fields as marketing, law, labour relations, accounting, and general management, particularly as they relate to medium-sized enterprises in the arts, food services, and parking.

A substantial profile in the performing arts, so as to provide artists, staff, and audiences with some confidence that the artistic aspects of decisions taken by the Board have been made with input from a credible artist with national credibility.

Representation

Members of the Board are chosen to represent the regions of the country, and an attempt is made to provide balance between British Columbia, the Prairie Provinces, Ontario, Quebec, and the Maritime Provinces. One member is usually chosen from the National Capital Region, in addition to the two Mayors. An effort is also made to maintain gender balance and to represent the growing diversity of the Canadian population, while meeting the qualifications required in supervising the management of a large and complex organization.

As members of a national institution operating in all part of the country, Trustees are often called on to operate in both official languages. It is not necessary for all Trustees to be fluently bilingual, but overall there should be substantial linguistic balance in the Board.

Working Conditions

The Board of Trustees meets formally at least four times a year, normally in the National Capital, but with the intention of meeting at least once a year in other parts of the country. At least once a year, the Trustees meet in “retreat” to reflect upon, discuss, and recommend changes in their own performance as a Board. In addition, telephone meetings are held for special purposed as required; in recent years these have averaged two meetings a year. Formal Board meetings typically involve a commitment of two days each, one day for committee work, and one day for a plenary Board session, in addition to reading, preparation, and travel. In the year 2000, for example, the majority of Board members spent approximately 12 days on National Arts Centre business. For this, they receive an honorarium of $300 a day, an annual retainer of $3,900 ($7,750 for the Chair), as well as per diem and travel expenses.

The duties of a Trustee are onerous, and there are potential liabilities that must be understood by anyone accepting the appointment. Attendance at Board and committee meetings is necessary in order to fulfill the requirement for due diligence in the role of Trustee. This implies a significant commitment of time (at least 10 to 12 days per year) and effort on behalf of the National Arts Centre. As the principal activity of the Corporation is presentation of performing arts, a sincere interest in the performing arts as evidenced by prior work in this field, whether as performer or volunteer, is necessary.

Corporation Mandate

The National Capital Act directs the NCC to prepare plans for and to assist in the development, conservation and improvement of Canada’s Capital Region (CCR) in order that the nature and character of the seat of Government of Canada may be in accordance with its national significance.

The NCC’s major responsibilities fall into two categories:

  • Capital planning, design and land use, including coordinating the development of federal lands in CCR and approving the disposal of federal lands in CCR, the design of buildings and the land use, as well as any changes in use, relating to federal lands in CCR; and
  • Real asset management and stewardship of lands, buildings and other infrastructure owned by the NCC on behalf of the government, including the six official residences as well as parks, parkways and recreational pathways.

The NCC is ultimately accountable, through the Minister of Canadian Heritage, to Parliament for the conduct of its affairs.

Roles and Responsibilities

The NCC’s board of directors oversees the direction and management of the NCC to ensure that the corporation carries out its mandate and objectives effectively, provides good value for the funding provided by taxpayers, remains viable and holds management accountable for its performance. Through the Chairperson, the NCC is accountable to the Minister of Employment and Social Development who represents the government and acts as a link between the corporation and Parliament.

The board of directors has responsibilities in the following areas:

Strategic Planning

  • Review and comment on the horizon scan developed by the organization to identify internal and external challenges, issues and opportunities, new expectations from stakeholders, etc.;
  • Establish the strategic direction including review and approval of the corporate plan;
  • Review and approve the operating and capital budgets to help safeguard the NCC’s resources and identify financial objectives, plan and actions, including significant capital allocations and expenditures; and
  • Perform periodic reviews of the financial and operational activities.

Risk Assessment

  • Review and approve annually the environmental management and contaminated sites report;
  • Review and approve annually the health and safety report; and
  • Review and approve corporate risk assessments to ensure appropriate systems are in place to manage these risks.

Internal Controls

  • Ensure the continued integrity of internal control and management information systems;
  • Ensure ethical behaviour and compliance with laws and regulations, audit and accounting principles and the NCC’s by-laws;
  • Review the annual audit plan and results; and
  • Review and approve new or amended by-laws, resolutions and corporate governance policies.

Performance Management and Evaluation

  • Review and approve the annual report, including the audited financial statements;
  • Review periodic reports on actual versus planned performance established in the corporate plan and budgets to evaluate whether the NCC is being properly managed and to assess the performance of management;
  • Assess the board of directors’ effectiveness in fulfilling its responsibilities and maintaining the effectiveness of individual directors; and
  • Assess the performance of the Chief Executive Officer.

Internal factors

  • Ensure the NCC has an internal working environment that fosters a positive attitude and workforce;
  • Ensure the organization promotes openness and transparency;
  • Encourage a good relationship between the board of directors and senior management; and
  • Review reports on the status of major projects and accomplishments.

External factors

While recognizing that the directors, as fiduciaries of the NCC, must always act in the best interest of the NCC and not as representatives of some external constituencies, it is nevertheless desirable that provided fiduciary relationship is not compromised; the members take into account the following:

  • Ensure the local community’s (i.e., CCR) perceptions of the organization continue to be taken into account in the board’s deliberations; and
  • Ensure the concerns of the following stakeholders are taken into consideration:
    • the public (local and national);
    • other federal government departments and agencies;
    • the provincial governments of Ontario and Quebec;
    • the municipalities in CCR;
    • the local business communities and interest groups.

Major programs, projects and transactions

  • Review and approve real property transactions (acquisitions, disposals, exchanges, leases);
  • Review and approve designs, construction projects and land use initiatives;
  • Review and approve agreements with third parties; and
  • Review and approve National Capital Commission regulations.

In addition, the board holds a meeting once a year with the general public where the public is invited to ask questions and/or briefly present their issues/concerns to members of the board.

Challenges, Issues and Initiatives

  • The NCC operates in a multi-jurisdictional environment dealing with many different stakeholders, including federal departments, provincial ministries and agencies, municipalities, interest groups, tenants and the general public;
  • The NCC’s mandate is re-focused on real asset management and stewardship of federal lands in order to build a world-class capital;
  • The NCC’s mandate is to approve land uses, design and transactions associated with projects proposed for federal lands in CCR, as such it is largely dependent on external proponents to advance projects that can be enhanced through the use of these approvals in order to build the Capital in a manner that is commensurate with its significance as the seat of government;
  • Increasingly, projects are delivered by proponents through iterative, risk-sharing, models in partnership with the private sector. The NCC is challenged to advance project approvals in a manner that enables modern project delivery models; and
  • NCC’s mandate is a national one but many of its decisions have a local impact on residents of CCR.

Core Attributes, Competencies and Experience

The skills and behaviours that should be demonstrated by all board members are as follows:

Informed Judgement

The capacity to discern the important information that is needed in order to take position on issues.

Strategic Thinking

The capacity to identify opportunities and apply knowledge, experience, political sensitivity and sound judgment to address complex issues, problems and risks in a timely manner.

Financial Literacy

The ability to read and assess financial statements.

Integrity and Accountability

The demonstration of high ethical standards and integrity, being willing to act on and remain accountable for board decisions, meeting the accountabilities outlined in the law, by-laws and rules of the board, seeing oneself as serving the interests of Canadians.

Public Policy

The experience in or knowledge of public policy and management of public services.

Impact and Influence

The awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to convince or influence others in order to have a specific impact or effect.

Leadership Skills

The capacity to inspire and mobilize energies and talents to work towards a shared vision.

Interpersonal Skills

The ability to convey ideas to achieve understanding and acceptance, and to inspire appropriate action.

Teamwork Skills

The ability to contribute actively by working with others collaboratively in all interactions.

Specific Skills, Knowledge and Experience

The types of skills and experiences that are needed in the NCC board as a whole, but not necessarily in each director, are as follows:

Communications and Stakeholder Relations

  • Community relations
  • External partnerships
  • Public consultations

Corporate Governance

  • Board of directors governance
  • Commercial, municipal, real property or civil law
  • Economics, business or public policy
  • Strategic alliances
  • Strategic planning and risk management

Corporate Services

  • Financial management
  • Human Resources
  • Information technology
  • Procurement

Cultural Heritage

  • Cultural institutions
  • Diversity and multiculturalism
  • Canadian history

Design and Land Use

  • Architecture
  • Engineering
  • International best practices in planning and design
  • Landscape architecture
  • Urban Design
  • Urban/regional planning
  • Urban/regional transportation

Finance and Auditing

  • Audits
  • Financial statements and reports
  • Internal controls

Marketing

  • Market research
  • Promotion
  • Revenue generation

Real Asset Management

  • Asset life cycle management
  • Built or natural heritage
  • Environmental stewardship
  • Real estate or land management

Representation

There are no members on the board from Saskatchewan, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.

The board would require additional skills, knowledge and experience in the following general areas:

  • Corporate governance
  • Corporate services
  • Cultural heritage
  • Design and land use
  • Finance and audit
  • Professional Accountant
  • Marketing
  • Real asset management
  • Quebec Civil Law

Working Conditions

NCC directorships are part time appointments, with the exception of the Chief Executive Officer, which is a full-time appointment. The board holds five regularly scheduled meetings per year in Ottawa, consisting of a public portion and an in-camera portion. The board may hold other special meetings in person or by conference call as required. In addition, there is an annual strategic planning session.

There are three corporate committees (Executive Committee; Audit Committee, and Governance Committee) and two advisory committees (Advisory Committee on Planning, Design and Realty, Advisory Committee on the Official Residences of Canada). All committees usually meet one to three times per year, except for the Advisory Committee on Planning, Design and Realty which meets four times per year.

The average annual time commitment for board work (excluding the Chair and CEO) is 10 to 12 days, not including preparatory time. Committee work will require additional days.

Directors must comply with the NCC Board of Directors Code of Conduct and Conflict of Interest Guidelines.

Remuneration and expenses: directors performing special duties, such as being members of committees, receive an annual retainer of $4,000 and receive a current per diem of $375. Board members are reimbursed for reasonable travel and other expenses incurred in the performance of their duties in accordance with board and committee charters. There is no remuneration for the five regularly scheduled meetings per year.

Introduction

The National Gallery of Canada’s Board Competency Profile is based on and is consistent with the Museums Act; the Gallery’s Governance Policy; and on guidelines and directions from the Privy Council Office and the Treasury Board1.

Mandate of the National Gallery of Canada, as stated in the Museums Act (s.5)

"to develop, maintain and make known, throughout Canada and internationally, a collection of works of art, both historic and contemporary, with special but not exclusive reference to Canada, and to further knowledge, understanding and enjoyment of art in general among all Canadians."

To achieve its mandate, the NGC has established four strategic objectives that are reviewed yearly during the planning process:

  • To acquire, preserve, research and record historic and contemporary works of art, both national and international, to represent Canada’s visual arts heritage;
  • To further knowledge, understanding and enjoyment of the visual arts among all Canadians and to make the collections known both in Canada and abroad;
  • To provide direction, control, and the effective development and administration of resources; and
  • To provide secure and suitable facilities, which are readily accessible to the public, for the preservation and exhibition of the national collections.

Mandate of the Board of Trustees:

The 1990 Museums Act states that:

“The Board is responsible for the fulfilment of the purposes and the management of the business, activities and affairs of the museum.”
[Subsection 18(3)]

The eleven-member Board of Trustees is accountable through the Chairperson to the Minister responsible for the administration of the Museums Act, as underlined by the Treasury Board guidelines. It is the Minister of Canadian Heritage who represents the institution in Cabinet and Parliament.

The Board acts as the trustee on behalf of the government by holding management accountable for the Gallery's performance, its long-term viability and the achievement of its objectives. The Board is responsible to ensure the Gallery is managing its collections and other assets, its installations and exhibitions, and its human and financial resources in accordance with professional museum standards.

In the interest of ensuring the ongoing renewal and rejuvenation of the Board, the Museums Act stipulates the length of term and number of terms permitted for trustees, the Chairperson and the Vice-Chairperson.

Roles and Responsibilities of Trustees:

While trustees are normally removed from the day-to-day decision making of the corporation, their role is vitally important. The Gallery's management presents information, seeks advice, and requests the approval of proposals from the Board of Trustees. Each trustee is called upon to exercise his or her judgement and the independence of his or her position in formulating the Board's decisions to approve, reject, or request deferral of the proposals brought by management. A strong Board of Trustees is essential if the NGC is to fulfil its objectives.

As members of the NGC Board, Trustees are responsible for the following functions:

Establishing the Gallery's Strategic Direction

  • Providing input to management on emerging trends and issues
  • Providing leadership to the development of strategies, objectives and plans; reviewing and approving the Corporate Plan

Safeguarding the Gallery's Resources

  • Reviewing and approving the Gallery’s annual operating and capital budgets, and major new project proposals; all significant decisions involving the Gallery’s assets and their financing are reviewed and approved by the Board;
  • Ensuring that the principal risks of the Gallery's business have been identified and that appropriate systems to manage these risks have been implemented;
  • Ensuring the integrity of the Gallery’s internal control and management information systems, and the quality of its management practices;
  • Assessing financial results and ensuring integrity of financial reporting; approving the year-end audited financial statements;
  • Ensuring appropriate ethics and values are maintained; and
  • Ensuring compliance with laws and regulations, audit and accounting principles, and the Gallery’s by-laws and policies.

Monitoring the Gallery's Performance and Reporting to the Crown

  • Monitoring the Gallery’s performance against the objectives defined in the Corporate Plan, including assessing operating results to evaluate whether the Gallery’s business is being properly managed;
  • Ensuring the information provided to the Crown is sufficient to allow an evaluation of how well the Gallery has fulfilled its objectives;
  • Assessing the Board’s own effectiveness in fulfilling Board responsibilities, including monitoring the effectiveness of the Chairperson and individual Trustees; and
  • Setting objectives and performance measures for the Gallery’s Director and assessing the Director’s performance.

Stakeholder Strategies/Communications

  • Ensuring key stakeholders are identified and appropriate communications plans and strategies developed; and
  • Contributing to strategies aimed at strengthening the image of the Gallery with the public and key stakeholders.

Succession Planning

  • Planning for Board succession by establishing a Trustees’ Skills Profile to identify the specific competencies required to complete the skills mix for the Board as a whole (based on this Competency Profile), and providing, through the Chairperson, a short list of recommended nominations to the Minister of Heritage;
  • Ensuring appropriate orientation of Trustees;
  • Planning for succession of the Board’s Chairperson by establishing selection criteria and making recommendations for the consideration of the Minister of Canadian Heritage;
  • Appointing the Gallery’s Director as provided for under Section 23 of the Museums Act; the Board shall establish criteria, conduct a rigorous selection process and seek the approval of the Governor-in-Council; and
  • Ensuring the Gallery has in place appropriate succession plans for its key management positions.

Core Attributes, Competencies, Skills and Experience Required of Trustees:

  1. Knowledge, Interest and Experience
    • All Trustees must have knowledge/interest in and commitment to the visual arts field.
    • In addition, the Board requires a balanced set of skills, knowledge and experience to provide oversight and direction, including the following:
      • Previous experiences as a director of a commercial and/or non-profit board;
      • Knowledge/experience of business and best business practices;
      • Financial Literacy: while it is beneficial for all trustees to have some ability to read financial statements, at least 2 trustees should have financial expertise/experience to provide the skill required for the Audit and Finance Committee;
      • Knowledge/experience in human resources;
      • Knowledge/experience in public affairs/marketing;
      • Knowledge/experience in fundraising; and
      • Community involvement.
  2. Core Attributes and Competencies required by all Trustees:
    • Informed Judgement: Ability to provide wise, thoughtful counsel from a broad, national perspective, to analyse, ask relevant questions at the strategic level, consider the perspectives of different stakeholders, understand situations and problems by addressing underlying issues;
    • Integrity and Accountability: High ethical standards and integrity; willingness to act on and remain accountable for Board decisions, to meet the accountabilities outlined in the law, by-laws and rules of the Board and to see oneself as serving the interests of Canada;
    • Impact and Influence: Awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to persuade others in order to have a specific impact or effect; and
    • Highly Motivated and Committed to Excellence: Driven to make a contribution to the excellence of the National Gallery of Canada and having a keen interest in playing a strong leadership role.
  3. Regional and Demographic Representation:
    • Given the national mandate of the NGC, the Board of Trustees will maintain gender balance and representation from all regions of Canada, and will ideally reflect the diversity of the country’s population. The Board will have capacity in both Official Languages. All Trustees must be Canadian citizens as stipulated in the Museums Act.

Working Conditions:

  • Number of Meetings: The Board usually meets four times a year, three times in the National Capital Region and once outside Ottawa. Trustees are expected to prepare for these meetings and actively participate in them. Occasional participation in teleconferences is also required.
  • Committee work/additional duties: The Board of Trustees has delegated certain responsibilities to seven committees (Audit and Finance, Acquisitions, Public Affairs, Governance and Nominating, Human Resources, Public Programs, the Advisory Committee of the Canadian Museum of Contemporary Photography and the Executive Committee). Trustees are appointed to one or more of these committees that meet 2 to 4 times per year (or more often as deemed necessary) generally at the same time as the general Board meetings.
  • Average time commitment: Board members should expect to commit approximately 20 days annually for meetings, travel and preparation for meetings.
  • Requirement to comply with the Code of Conduct: The Financial Administration Act requires Trustees of Crown Corporations to disclose the nature and extent of interest in any material contract with the Corporation. The NGC has a Code of Ethics to guide the behaviour of its individual Trustees.

  1. Including: Privy Council Office, Building a Crown Corporation Director Profile, and the Treasury Board of Canada Secretariat, Directors of Crown Corporations: an Introductory Guide to their Roles and Responsibilities

Mandate

The mandate of the Canada Science and Technology Museum Corporation (CSTMC), legally known as the National Museum of Science and Technology, is given in the Museums Act, section 14.

As a national institution and member of the Canadian Heritage Portfolio, the Corporation is responsible for preserving and protecting Canada’s scientific and technological heritage, and for promoting and sharing knowledge about that heritage. Through their exhibitions, programs and Web sites, the Corporation’s museums – the Canada Science and Technology Museum, the Canada Aviation Museum and the Canada Agriculture Museum – tell the stories of Canadian ingenuity and achievement in science and technology, and demonstrate how these accomplishments have contributed to the building of our country. The Corporation’s responsibility for the development and management of a representative collection of scientific and technological artifacts and materials is demonstrated by its vast collection which currently focuses on seven major subject areas: aviation, communications, manufacturing, natural resources, and renewable resources including agriculture, physical sciences and medicine, and transportation. Each museum undertakes curatorial work and sets its own public programming activities and strategies in recognition of the different markets and clientele it serves.

As an institution of the Government of Canada, the Canada Science and Technology Museum Corporation is committed to the priorities of financial accountability and demonstrating to Canadians the value of the public funding it receives.

Roles and Responsibilities

The mandate of the Board of Trustees is given in both the Museum Act section 18.3 and in the Financial Administration Act, Part 10.

The CSTMC Board of Trustees is responsible for overseeing the management of the Corporation with a view to both the best interests of the Corporation and the long-term interests of the government. The Board of Trustees must exercise judgment in establishing the Corporation’s strategic direction, safeguarding the Corporation’s resources, monitoring corporate performance and reporting to government. More specifically, the Board is responsible for the following:

  • providing strategic leadership;
  • demonstrating integrity and ethical leadership;
  • identifying corporate and public policy objectives;
  • ensuring financial performance;
  • reviewing and approving major financial decisions;
  • setting objectives and evaluating the President and CEO’s performance against those objectives on an annual basis;
  • assessing the Board’s own effectiveness in fulfilling Board responsibilities;
  • planning for Board succession; and
  • planning for the succession of the President and CEO.

Challenges, Issues and Initiatives

The CSTMC Board of Trustees faces a number of key issues which must be addressed. Building a community of support, both public and private, is essential to meeting these needs.

Accommodation

As has been the case for the past several years, accommodation-related issues are a primary focus for the Corporation. The Corporation has identified the need for a new Canada Science and Technology Museum building as its number-one accommodation priority. At the request of the Government of Canada, the Corporation undertook to define the needs and costs for a new museum of science and technology which would properly house and showcase Canada’s scientific and technological achievements. Receiving approval in principle of the new building project is essential.

The current preservation needs of the aviation collection have been addressed with completion of the collection storage hangar at the Canada Aviation Museum. A full project design concept was developed for the site, as part of the design process for the hangar building. The Corporation must continue to build support for the next phases of the Canada Aviation Museum’s design.

Accommodation-related matters facing the Canada Agriculture Museum must also be addressed. The Central Experimental Farm, of which the Canada Agriculture Museum is part, was designated as a national historic site in 1998. A 2006 Addendum to the Canada Agriculture Museum Master Plan provides a rationale for the further development of the Canada Agriculture Museum on the Central Experimental Farm (CEF) site. The National Capital Commission's Advisory Committee on Planning, Design and Realty has approved the Addendum and the Corporation can now seek capital funding to complete its functional program.

National Outreach

As a national institution, the Corporation strives to make its collection and programs accessible to all Canadians. The Corporation has worked, and will continue to work, collaboratively with other institutions and industry partners to maximize its use of resources, and to develop mutually beneficial results, in keeping with the leadership role expected of a national institution.

Financial Position

In order to provide sufficient resources which will enable the Corporation to respond to new opportunities while continuing to fulfill its mandated activities, the Corporation must strengthen its overall financial position. The Corporation, working with the Department of Canadian Heritage and central agencies, will seek to increase its operational funding and to address funding anomalies arising as a consequence of its status as a Crown corporation. Collaborative partnerships and sponsorship/fundraising will also be a key component in the development of new initiatives.

Sustainable Workforce

The ability of the Corporation to survive and prosper in the future will relate directly to its ability to sustain its workforce. It is fundamentally important to develop and implement a human resource strategy in the areas of recruitment, training and development, promotions and performance review.

Core Attributes and Competencies

To adequately fulfill its stewardship role, members of the CSTMC Board of Trustees must reflect a broad cross section of the core attributes and competencies listed below.

  • Leadership
  • Vision and Influence
  • Commitment
  • Honesty
  • Integrity and Accountability
  • Sound Judgment
  • Flexibility
  • Initiative

Specific Skills, Knowledge and Experience

It is important that a Board of Trustees have members who have a mix of skills appropriate to the nature of the business of the Corporation and the operation of the Board. It is also recognized that these skills may vary over time depending on the strategic direction and issues faced by the Corporation.

The following skills and knowledge have been identified by the Board of Trustees of the Canada Science and Technology Museum Corporation:

  • knowledge of the role and function of a collecting institution or museum;
  • understanding of the issues that may affect the Corporation, including its sector of operation, clientele, market, public environment and competitors;
  • knowledge of financial management, accounting and administration particularly for those members asked to participate on the Audit and Finance Committee;
  • knowledge of facility planning and management;
  • knowledge of marketing and communications;
  • knowledge of fundraising;
  • knowledge/work experience within the legal environment;
  • knowledge of Board responsibilities under the Financial Administration Act;
  • knowledge of best practices in the organization and management of Boards;
  • knowledge of the general structures and processes within the federal government environment.

In addition, it would be advantageous to have experience in one of the subject areas for which the Corporation is responsible. For CSTMC, this includes areas of science and technology such as aviation, communications, manufacturing, natural resources, renewable resources, agriculture, physical sciences, medicine, and transportation. Experience as a Board member of a not-for-profit institution or as a senior manager in a professional or community organization would also be an asset.

Representation

The composition of the Board should mirror Canadian society in general and the clientele it serves. As part of Board succession planning, it is important to strive for a proper balance including gender, language, equity target groups, and geographical representation.

Working Conditions

Trustees are appointed by the Minister of Canadian Heritage, with the approval of the Governor-in-Council, for terms not to exceed four years, with a maximum of three terms. Terms for the Chair and Vice-Chair are limited to two terms of up to four years for each term. There are nine trustees in addition to the Chair and Vice-Chair. The Corporate offices of the Canada Science and Technology Museum Corporation are located in Ottawa, Ontario.

The Board of Trustees usually meets four times per year in Ottawa with the possibility of one of those meetings being held in another Canadian city. Trustees may also be requested to participate as a member of a committee of the Board. Currently, there are five committees – an Executive Committee, an Audit and Finance Committee, a Nominating and Governance Committee, a Corporate Development Committee and a Major Facilities Committee. These committees usually meet 3 to 4 times per year (or more often as deemed necessary) generally at the same time as the general Board meetings. Occasionally participation by teleconference is also required. Although it may vary, the time commitment, assuming participation on at least one Board committee, would be approximately 20 days per year.

Board meetings are conducted in both official languages according to the preference of the person speaking. Board members receive an annual retainer paid on a quarterly basis and a per diem for each day on which they attend a meeting. In addition, Board members are reimbursed for travel and accommodation expenses.

Corporation Mandate

To establish, operate, maintain, and administer in the interest of safety, an efficient pilotage service within the regions set out in respect of the Authority, on a basis of financial self-sufficiency.

Roles and Responsibilities

The Board’s duty is to comply with the requirements outlined in the Pilotage Act and the Financial Administration Act. As well, it is bound by the applicable Regulations arising from the Acts. Requirements include, but are not limited to:

  1. Fiduciary duty to act honestly and in good faith.
  2. The exercise of prudence, diligence and skill.
  3. Observance of the rules governing the application and disclosure relating to conflict of interest.

While Directors are normally removed from the day-to-day decision making of the Authority, their role is vitally important. Successful corporate governance is directly associated with the degree individuals understand and appreciate the significance of relationships in carrying out their roles and responsibilities as stewards and leaders. In conjunction with the President and CEO, the Board should ensure an appropriate allocation of responsibilities between the Board and Management.

As stewards of the Authority, the Board will:

  • set the strategic direction of the Authority
  • ensure the integrity and adequacy of the Authority’s information systems and management practices
  • ensure the main corporate risks are managed
  • evaluate the Authority’s performance and monitor the Authority’s financial results
  • ensure CEO and executive succession planning is in place
  • be responsible for the overall corporate governance of the Authority

The management of the Authority presents information, seeks advice, and requests the approval of proposals from the Board of Directors. Each Director is called upon to exercise his/her judgement and the independence of his/her position in formulating the Board’s decisions to approve, reject or request deferral of the proposals brought by management.

Challenges, Issues and Initiatives

The Authority’s Board of Directors must ensure that the potentially varying interests and priorities of the shipping industry, vessel owners and operators, ports, government agencies and other service providers are met in a balanced manner consistent with the mandate of the Authority. This is to be accomplished during a period of expected economic pressures affecting traffic levels and increasing challenges regarding sourcing of adequately qualified Pilot candidates.

Core Attributes, Competencies and Experience

In order to carry out its mandate, the Board must possess the necessary credentials to “establish, operate, maintain, and administer in the interest of safety, an efficient pilotage service within the regions set out in respect of the Authority, on a basis of financial self-sufficiency.” Board members, both individually and collectively, must accept and promote and guide management to endorse and reflect the Authority’s stated values of:

  • Honesty and Integrity,
  • Positive Stakeholder Relations,
  • Service Quality – assuring that the highest standards are met,
  • Accountability and Responsibility,
  • Adaptability and Innovation.

Specific Skills, Knowledge and Experience

The Board, collectively, requires a balanced set of skills, knowledge and experience to provide oversight and direction, in the following areas:

  • Strategic Planning
  • Business Leadership
  • Risk Management
  • Human Resources Management
  • Financial Literacy
  • Corporate Governance
  • Social/Environmental/Community Responsibility
  • Government Relations
  • Shipping Industry
  • Project Management
  • West Coast Pilotage
  • Safety Management

Representation

In terms of Board size, structure and representation, the following arrangement continues to provide effective governance for the Authority.

The Authority’s Board of Directors is composed of seven members designed to reflect stakeholder’s diversity and public policy requirements:

  • Two Directors nominated by the Industry
  • Two Directors nominated by the British Columbia Coast Pilots Ltd.
  • Two Directors appointed to represent the public interest
  • An appointed Chair

Working Conditions

The Authority’s Board of Directors meets at regularly scheduled meetings the last Thursday of each month with exception to the months of August and December. The meetings usually take place in the Authority’s office in downtown Vancouver, BC.

The Board of Directors has delegated certain responsibilities to six Committees (Audit Committee; Governance, Nominating and H.R. Committee; Pilot Training and Examination Committee; Pilot Launch & Transportation Safety Committee; Safety and Operating Review Committee, and Enterprise-Wide Risk Management and Emergency Preparedness Committee). Each Director is appointed as Chair to one of these committees, based upon their individual experience and knowledge. Committee meetings are held two to four times per year (or more often, as deemed necessary).

The average time commitment for each Board member, not including the Chair, can vary quite considerably depending upon the committee itself. Some committees are less demanding and a Board member can expect to spend approximately 50 hours per year preparing for and attending meetings. Other committees can utilize up to 150 hours per year of a Board member’s time.

The PPA Board receives Governor-in-Council approved schedule of fees along with Board approved expenses.

About PSP

The Public Sector Pension Investment Board ("PSP Investments") is a crown corporation established by Parliament by the Public Sector Pension Investment Board Act (the "Act") in September 1999.

The legislated mandate of PSP Investments, as established by Section 4 of the Act is to:

  1. manage amounts that are transferred to it under the Canadian forces Superannuation Act1, the Public Service Superannuation Act and the Royal Canadian Mounted Police Superannuation Act in the best interests of the contributors and beneficiaries under such acts;
  2. invest its assets with a view to achieving a maximum rate of return, without undue risk of loss, having regard to the funding, policies and requirements of the pension plans (the "Plans") and the ability of the Plans to meet their financial obligations.

PSP Investments currently manages a portfolio of approximately $39 billion in net assets (as at March 31st, 2008). Annual net contributions to the four Plans are approximately $4 billion and forecasted net contributions are expected to remain positive for the next 22 years. Assets are invested in fixed income instruments and Canadian and foreign equities, real estate, private equities, infrastructure and other permissible investments through in-house and external managers.

Appointment of Directors

A Board of Directors comprised of twelve members, including the Chairperson, oversees the management of PSP Investments. The Governor in Council appoints all members of the Board of Directors on the recommendation of the President of the Treasury Board. Qualified candidates for directorship are selected and recommended to the President of the Treasury Board by an eight-member Nominating Committee established by the President of Treasury Board. The Nominating Committee operates at arm’s length from the Board of Directors and the Treasury Board. PSP Investments’ legislation disqualifies as directors, members of the Senate, the House of Commons and provincial legislatures, federal government employees and those entitled to benefits from the Plans.

Roles and Responsibilities of the Board of Directors

The Board of Directors exercises its authority under the Act to prescribe the duties and responsibilities for all facets of the administration and operations of PSP Investments. These include all duties and responsibilities listed in the Act itself, as well as any additional duties and responsibilities that the Board of Directors sees fit to establish for the purpose of managing the organization, as per its mandate.

The Board of Directors’ role, as set out in its Terms of Reference, includes, among other responsibilities, the following:

  • Appointment and termination of the Chief Executive Officer;
  • Adoption of a written Statement of Investment Policies, Standards and Procedures (SIP&P), annual review of it, and approval of proposed amendments as is deemed necessary;
  • Approval of strategies and benchmarks for achieving investment performance objectives;
  • Adoption of appropriate policies for the proper conduct and management of PSP Investments, including a Code of Conduct for Officers and Employees and Conflict of Interest Procedures for Directors;
  • Ensuring that an effective operational and risk management system is in place, including appropriate risk management policies;
  • Approval of human resources and compensation policies;
  • Establishment of appropriate performance evaluation processes for the Board of Directors, the President and CEO and other members of senior management; and
  • Approval of quarterly and annual financial statements for each underlying Plan account and for PSP Investments as a whole.

Core Attributes, Competencies and Experience

Core attributes and competencies refer to skills and behaviors that must be demonstrated by all Directors of PSP Investments.

  • Informed Judgement: Ability to provide wise, thoughtful counsel from a broad perspective, to analyse, ask relevant questions at the strategic level, consider the perspectives of different stakeholders, understand situations and problems by addressing underlying issues;
  • Integrity and Accountability: High ethical standards and integrity; willingness to act on and remain accountable for Board decisions, to meet the accountabilities outlined in the law, by-laws and policies of the Board and to see oneself as serving the interests of the public;
  • Impact and Influence: Awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to persuade others in order to have a specific impact or effect;
  • Highly Motivated and Committed to Excellence: Driven to make a contribution to the excellence of the PSP Investments and having a keen interest in playing a strong leadership role; and
  • Financial Literacy: Ability to read and assess financial statements.

Skills, Knowledge and Experience

All Directors must have an excellent understanding of the role of a director and possess a general knowledge of pensions and a broad knowledge of investment management and its risks.

In addition, the Board of Directors requires a balanced set of skills, knowledge and experience to provide oversight and direction, including the following:

  • Previous experiences as a senior executive or as a board member;
  • Knowledge and experience in the following areas: public market investments; real estate investments; private equity investments; infrastructure investments, risk management; finance and accounting; institutional pension liabilities; governance; public affairs; information technology, communications and/or human resources;
  • Generally recognized accreditation as an investment professional (e.g. CFA, MBA, training in economics or finance).

It is the view of the Board, and the experience of the Nominating Committee, that a twelve-person board is needed to meet the legislative requirements for expertise and the need for diversity.

Regional and Demographic Representation

  • PSP Investments’ Nominating Committee takes into consideration gender balance in its candidate evaluation process and seeks to reflect diversity and representation from all regions of Canada. All Directors must be Canadian citizens and meet the other requirements as stipulated in the Act.

Working Conditions

  • Appointment Process of Directors: Each Director is appointed by the Governor in Council, on the recommendation of the President of the Treasury Board, from candidates proposed by the Nominating Committee to hold office during good behaviour for a term not exceeding four years. On the expiry of the term of an incumbent Director, the incumbent Director continues in office until he/she is reappointed or a successor is appointed.
  • Director Education: Investment management is the principal activity of PSP Investments. Therefore, all Directors are expected to continuously strengthen their understanding of investment management. Some of the Directors appointed to PSP Investments’ Board of Directors do not possess investment management-related backgrounds. These Directors will be asked to pursue a more rigorous program of investment management education. PSP Investments adopted a Director Education Policy which sets out the basic parameters of the director education program, and provides for financial and staff resources to promote and support the program. The Director Education Policy also recognizes the need for Directors to stay abreast of competencies other than investment management that contribute to the overall oversight of PSP Investments.
  • Number of Meetings: The Board meets for six regular meetings per year, five times at PSP Investments’ principal place of business in Montreal and once for an offsite meeting outside Montreal. Directors are expected to prepare for, and actively participate in, these meetings. Occasional participation in teleconferences is also required for special meetings (approximately 10 special meetings per year).
  • Committee work/additional duties: The Board of Directors has delegated certain responsibilities to five committees (Investment Committee, Audit and Conflicts Committee, Governance Committee, Human Resources and Compensation Committee and a Special Committee that is participating in the articulation of a financing policy). Directors are appointed to one or more of these committees that meet 4 to 6 times per year (or more often as deemed necessary), generally the day before the regular Board meetings.
  • Time commitment: The Board of Directors plays a very active role in guiding PSP Investments. Therefore, the minimum time commitment expected of Board members is approximately 35 days annually for meetings, travel and preparation for meetings. A multiple of this time commitment is expected from any Board member acting as Chairperson or Chair of a committee of the Board.
  • Requirement to comply with the Conflict of Interest Procedures for Directors: The Conflict of Interest Procedures for Directors are derived from the Act and from the Conflict of Interest Act and are intended to provide a workable process for identifying, minimizing and resolving potential conflicts of interest. The procedures help ensure that Directors have a full understanding and appreciation of PSP Investments’ principles and values to assist them in determining appropriate business practices and behaviour. The Conflict of Interest Procedures for Directors set out in detail the statutory and fiduciary duties of the Directors relating to conflicts of interest. The Conflict of Interest Procedures for Directors, among other things:
    1. Require Directors to give written notice to the Board of Directors of the nature and extent of the Directors’ interest in a transaction or proposed transaction;
    2. Prohibit Directors from voting on a resolution or participating in a discussion in any circumstances if the Directors have a conflict of interest, including, but not limited to transactions involving their interests;
    3. Require the disclosure of any other business activity which, directly or indirectly, affects the activities of, or is in competition with, PSP Investments.

1. PSP Investments also manages the amounts that are transferred to it by the Reserve Force Pension Fund, in accordance with the Canadian Forces Superannuation Act.

Mandate

The Royal Canadian Mint produces circulation and non-circulation coins (for Canada and other countries), manages the domestic coinage system, and is the technical advisor to the Minister of Finance on all matters related to coinage. The Mint also produces and markets bullion coins, operates a gold and silver refinery, and carries out related services for profit.

As a fully commercial Crown corporation, the Mint is self-financing and does not receive any appropriation from the government. It is mandated to operate for profit. The Mint reports to Parliament through the Minister of Transport, Infrastructure and Communities.

Vision, Mission and Core Values:

  • Vision: To be the best mint in the world.
  • Mission: The Royal Canadian Mint is a world-class provider of branded investment, collectible and secure payment products and services that connect people and inspire celebration.
  • Core Values: customer focus, excellence, innovation, being Canadian, integrity and people.

To achieve its mandate and realize its vision of being the best mint in the world, the Mint has established four strategic objectives that are reviewed yearly during the corporate planning exercise:

  • To meet or exceed customers expectation for quality, service and value;
  • To achieve or enhance employee satisfaction, engagement and well-being;
  • To apply best practices in applying corporate social responsibility;
  • To generate a commercial return on capital employed today and invest in people, research and development and equipment necessary to ensure the long-term profitability of the Mint.

Overview of Board of Directors

The Board of Directors is accountable through the Chairman to the Minister responsible for the Mint, the Minister of Transport, Infrastructure and Communities. The Board is comprised of 9 to 11 Directors, including the President and CEO.

The Board of Directors has the responsibility for overall stewardship of the Mint. It has a duty to protect the long-term interests of the Mint, establish the strategic direction and ensure that it is appropriate to meet current and future needs of the Mint, safeguard its assets, monitor corporate performance and to be prudent and professional in fulfilling its duties. The Chairman provides guidance to the Board in its direction of the Mint. The Chairman is the principle link between the Mint and the Minister of Transport, Infrastructure and Communities.

In the interest of ensuring the ongoing renewal and rejuvenation of the Board, the Royal Canadian Mint Act stipulates the length of term and number of terms permitted for the appointment of the President and CEO who is the Master of the Mint, the Chairman and the other Directors.

Roles and Responsibilities

The Board of Directors has determined that it will delegate operational responsibilities to the President and CEO, while the Board will focus on the direction and policy setting as well as oversight and monitoring. The Board of Directors is responsible for the following functions:

Direction Setting

  • contribute to, approve and monitor the vision and mission of the Mint;
  • contribute to and approve the strategic direction and the corporate plan for the Mint;
  • review, approve and monitor corporate policies;
  • monitor the Mint’s progress towards its goals, and revise and alter its direction in light of changing circumstances.

Risks and Opportunities Management

  • review and approve the definition and assessment of risks and opportunities;
  • review and approve the strategies to address risks and opportunities;
  • review, approve and monitor internal controls to manage risks and opportunities;
  • monitor the update and the review of results regarding risks and opportunities.

Financial Oversight

  • review, approve and monitor the compliance with legislative requirements;
  • review and approve the corporate budget;
  • develop, approve and monitor the Board’s budget;
  • monitor the assessment of financial results;
  • review, approve and monitor the integrity of financial results.

Succession Planning

  • contribute to and approve the appointment, termination, the terms and conditions of employment including compensation and the assessment of capabilities of Officers, other than the Chairman and the President and CEO;
  • review and approve the terms and conditions of employment of other employees;
  • monitor a succession plan for Officers and other senior management employees;
  • provide advice to the government on the appointment criteria for the President and CEO and for Directors on the Board;
  • provide advice to the government on the adequacy and form of compensation including benefits for Directors;
  • initiate and implement the development of Directors including orientation sessions for new Directors;
  • review and monitor the Mint’s public policy objectives and its legislated mandate to ensure their continuing relevance;
  • develop an effective working relationship with management while maintaining a clear distinction between Board and management roles.

Performance Management

  • review, approve and monitor performance management for the organization;
  • initiate, implement and monitor performance management for the President and CEO;
  • initiate, implement and monitor performance management for the Board, the Chairman and Directors;
  • initiate and implement by-laws that regulate the business or affairs of the Mint.

Stakeholder Communication

  • review and approve the identification of stakeholders and the development of effective stakeholders' communication strategies;
  • review and approve the reporting on financial accomplishments;
  • initiate and implement the reporting on governance processes;
  • contribute to, approve and monitor stakeholders communications strategies and the messages to be communicated on key issues;
  • initiate, implement, contribute to, review, approve and monitor the building and management of external relations.

On-Going Corporate Challenges, Issues and Initiative

On-going challenges include, but are not limited to:

  • long-term profitability of the Mint;
  • enterprise-wide risk and opportunities management;
  • succession planning;
  • strong and effective stakeholder communications.

Competencies, Skills and Experience Required of Directors

Directors must have competencies that complement the current Board membership and that are relevant to the Mint’s unique business environment and activities.

Core Attributes, Competencies and Experience

Directors should possess appropriate personal attributes. These include integrity, sound judgment, strategic and critical thinking skills, strong interpersonal skills and a high level of commitment to the organization and its success. This requires that the Directors be able to, in turn, observe, coordinate, challenge, support, provide advice, inspire, motivate and direct.

Proficiency in both official languages is an asset. Directors should also have previous experience as a member on a board of directors in either private or public sectors.

In addition, the Royal Canadian Mint Act requires that each member director has expertise in the field of metal fabrication or production, industrial relations or a related field

Specific Skills, Knowledge and Experience

The specific skills sought for each new appointment will be determined by the Board of Directors, and forwarded to the Minister responsible for the Mint for consideration. These will include experience in the following areas:

  • auditing
  • engineering
  • financial literacy
  • international experience
  • marketing
  • risk management
  • strategic planning
  • manufacturing
  • corporate communications
  • environmental or safety and health experience

Regional and Demographic Representation

The ideal Board of Directors would be composed of Canadian residents and be representative of Canada’s diversity.

Working Conditions

The Chairman and Director positions are on a part-time basis.

  • Number of Meetings: Generally, excluding teleconferences, the Board meets on average seven to nine times a year with meetings lasting between one and two days. Board Committee meetings vary between four to six times a year and are generally held about two weeks before Board meetings. Additional meetings of the Board and Committees may be called as required.

    Meetings are mostly held in Ottawa, with one Board meeting held at the Mint’s Winnipeg facility each year. Board and Committee meetings may also be held outside of Ottawa.

  • Average Annual Time Commitments: The expected annual time commitment for the Chairman is approximately 60-80 days, but can be up to 100 days, and the time commitment for Directors is approximately 30-50 days, but could include up to 60 days. This time commitment includes the time required to prepare for and attend meetings, and travel to and from meetings.
  • Committee Work/Additional Duties: The Chairman is an ex officio member of all Board Committees and Directors are required to sit on one or two Standing Committees and ad hoc Committees as required.
  • Conflict of Interest: All Board members are subject to the federal government’s Conflict of Interest and Post-Employment Code for Public Office Holders and the Mint’s Code of Conduct.
  • Conditions of Eligibility to be a Mint Director and Exclusions: Currently, the Royal Canadian Mint Act requires that each Director:
  • has expertise in the field of metal fabrication or production, industrial relations or a related field;
  • be a Canadian citizen ordinarily residing in Canada;
  • not be directly or indirectly engaged in any undertaking involving or associated with:
    1. the production or distribution of copper, copper alloy, nickel or precious metals;
    2. the purchase, production, distribution or sale of coins or coin-operated devices; or
    3. the vending of goods and services by means of coin-operated devices.
  • Remuneration: The current annual retainer range for the Chairman is $10,500 to $12,400 and for Directors is $5,300 to $6,200. The current per diem range for all Directors (including the Chairman) is $410 to $485. All business expenses incurred as a Director of the Mint are reimbursed.

Competency Profile of Members

Introduction

The profile for Members of Telefilm Canada (hereinafter “Telefilm” or the “Corporation”) is based on the Telefilm Canada Act and the governance rules provided by various Canadian policies and laws.

Telefilm’s mandate under the Telefilm Canada Act:

The mandate of the Corporation is to foster and promote the development of the audiovisual industry in Canada. The Corporation acts as one of the Canadian government's principal instruments for providing strategic leverage to the private sector, supplying the film, television and new media industries with financial and strategic support. Its role is to foster the production of films, television programs and cultural products that reflect Canadian society, with its linguistic duality and cultural diversity, and to encourage their dissemination at home and abroad.

The Corporation may enter into agreements with the Department of Canadian Heritage for the provision of services relating to the audiovisual or sound recording industries.

Mandate of the Members:

The mandate of the Members (the Board) is to supervise the management of the business and affairs of Telefilm so as to ensure that the Corporation carries out its mission effectively and efficiently. To this end, the Board may determine ways to improve the Corporation’s performance and review the agreements signed with the Department of Canadian Heritage for the provision of services to the audiovisual and sound recording industries. Management’s role is to manage the Corporation’s day-to-day operations so that it evolves in line with the directions determined by the Board.
The Board is accountable to the minister designated by the Governor in Council for the stewardship of the Corporation’s management.

Board roles and responsibilities:

As part of its stewardship responsibility, the Board advises management on significant business issues and has the following responsibilities:

  1. With respect to the Corporation's strategy
    • adopting a strategic planning process;
    • reviewing and approving, on at least an annual basis, a business plan and a strategic framework reflecting the statement of priorities and accountabilities of the Minister and taking into account, among other things, the opportunities and risks of the business and the appropriate systems to manage such risks;
    • discussing, together with management, with the Minister the statement of priorities and accountabilities;
    • monitoring the implementation of the policy guidance in the statement of priorities and accountabilities and ensuring that the plans and activities of the Corporation support the government's policy agenda;
    • monitoring the implementation of the business plan by management; and
    • advising management on strategic issues.
  2. With respect to human resources and performance assessment
    • determining the selection criteria and process for the Executive Director which have to include, at a minimum, advertising in either or both the Canada Gazette and the Corporation's website and make recommendations to the Governor in Council in respect thereof;
    • ensuring that the Board develops an effective working relationship with the Executive Director;
    • overseeing and assessing the performance of the Executive Director and of the executive management team taking into consideration Board expectations and fixed objectives and determining the remuneration of the executive management team, other than the Executive Director;
    • taking all reasonable steps to ensure that processes are in place for the recruitment, training, development, assessment and retention of executives; and
    • taking all reasonable steps to ensure that processes are in place in respect of management succession planning.
  3. With respect to internal controls and financial matters
    • approving operating and capital expenditures budgets;
    • taking all reasonable steps to ensure that the Corporation's information systems and management practices meet its needs and give the Board confidence in the integrity of the information produced;
    • monitoring the integrity and quality of the Corporation's financial statements and other documents providing financial information and the appropriateness of their disclosure;
    • overseeing the performance of the Corporation's internal audit functions;
    • ensuring that an appropriate risk assessment process is in place to identify, assess and manage the principal risks of the Corporation's business; and
    • reviewing and approving the report to the Minister, including the financial statements of the Corporation.
  4. With respect to Corporate Governance issues
    • advising the Government on appropriate selection criteria for the Chairperson and competency profiles and present and future needs for Board members;
    • monitoring the size and composition of the Board committees based on competencies, skills and personal qualities;
    • monitoring and reviewing, as appropriate, the Corporation's approach to governance issues and corporate governance structure and procedures, including the identification of decisions requiring approval of the Board and the roles and responsibilities of the Chairperson, the Board and the Executive Director and management;
    • taking all reasonable steps to ensure the highest standards of integrity are met by the Board members, the Executive Director and management and throughout the Corporation, including the adoption, review and monitoring of a Code of Conduct for management and personnel of the Corporation;
    • ensuring that the Board receives adequate information to perform its duties and discharge its responsibilities;
    • developing, monitoring and reviewing, as applicable, an orientation and education program for Board members; and
    • establishing processes for the regular performance assessment of the Board, Board committees, Board and committee chairs and individual Members and ensuring that the Chairperson communicates such assessment to the Minister.
  5. With respect to communications matters
    • ensuring that an appropriate communications policy is in place and reviewing such policy on a timely basis.
  6. With respect to environmental, safety and security matters
    • monitoring and reviewing, as appropriate, the Corporation's environmental, safety and security policies and practices.

Core member attributes, competencies and experience

All members must be familiar with and interested in the audiovisual field, among others feature films, television and digital media. In addition, the Board requires a balanced mix of skills, knowledge and experience in order to oversee and direct the Corporation, including:

  • previous experience on the board of a private or public corporation;
  • business knowledge and experience;
  • financial literacy: While it would be helpful for all members to be able to read financial statements, at least three members must have financial knowledge or experience to bring to the audit and finance committee, and at least one member should be trained as a chartered accountant;
  • legal knowledge, if possible in the area of audiovisual industry law, and, if possible, training as a lawyer;
  • human resources management knowledge and experience;
  • public affairs and marketing communications knowledge and experience; and
  • senior executive management knowledge and experience.

Informed judgment: Being able to provide wise, thoughtful counsel from a broad national viewpoint, to analyze, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives, understand situations and problems by addressing underlying issues

Integrity and accountability: Demonstrating high ethical standards and integrity, being willing to act on and remain accountable for Board decisions, meeting the accountabilities outlined in the acts, by-laws, as well as the rules of the Board, seeing oneself as serving the interests of Canadians;

Impact and influence: Having an awareness of the impact of organizational issues, policies and decisions, a sensitivity to the differing needs and objectives of multiple stakeholders, and the ability to persuade or influence others to achieve a specific impact or effect; and

Strong motivation and desire for excellence: Having a desire to contribute to Telefilm’s pursuit of excellence and to assume firm leadership.

Regional and demographic representation:

In light of Telefilm’s national mission, it is desirable that the Board reflect a fair representation of men and women from all regions of Canada and be able to express itself in both official languages.

Working conditions

Number of meetings: The Board meets at least six times a year. The members must prepare for the meetings and participate actively. Attendance of occasional conference call meetings is also required.

Committee work/Additional duties: The Board has delegated certain responsibilities to two committees (Audit and Finance, and Governance). The members are named to one or both of these committees, which meet once or twice a year (or more if needed), often in conjunction with a Board meetings.

Compliance with Code of Ethics: In addition to the Conflict of Interest Act, the Lobbying Act and the Accountability Act, members must comply with section 5 of the Telefilm Canada Act, which states as follows:

Section 5 “No person who has, directly or indirectly and individually or as a shareholder, partner or otherwise, any pecuniary interest in the audio-visual industry is eligible to be appointed or to hold office as a member of the Corporation.”

Corporation Mandate

The Jacques Cartier and Champlain Bridges Incorporated ("JCCBI") operates, manages, monitors, constructs, rehabilitates, maintains and repairs the following bridges, roads, and tunnels under federal jurisdiction located in the Greater Montreal Area: the Champlain and Jacques Cartier Bridges, the federal portion of the Honoré Mercier Bridge and approaches thereto, and three related infrastructures, namely a section of the Bonaventure Expressway and of Highway 15, the Champlain Bridge Ice Control Structure, and the Melocheville Tunnel. For each of these infrastructure assets, JCCBI assumes responsibility for:

  • safety;
  • operations;
  • inspections;
  • maintenance;
  • repairs;
  • coordination with municipal and provincial stakeholders; and
  • management of contaminated sites.

Its mission is to provide a safe passage for users through the management, maintenance, and rehabilitation of its infrastructure assets by optimizing traffic flow and respecting the environment. JCCBI strives to provide the Government of Canada with the highest level of custodianship of these infrastructure assets.

Roles and Responsibilities

The Board is accountable to the President of the Queen's Privy Council for Canada (the "Minister") for the stewardship of JCCBI.

Generally speaking, the board members must act honestly and in good faith with a view to the best interests of JCCBI. In performing their duties, they must exercise the care, diligence and skill of a reasonably prudent person.

With respect to the management of the business and affairs of JCCBI, the specific responsibilities of the board members (the "Board") include the following:

  • Set and approve corporate objectives and strategic directions;
  • Oversee the implementation of the corporate objectives and strategic plan;
  • Monitor corporate performance against the strategic and business plans;
  • Review financial objectives and results;
  • Analyze key dimensions such as security, safety, environment and risk management;
  • Ensure that the principal risks are identified, mitigated and managed for each project;
  • Maintain strong and effective stakeholder communications; and
  • Sustain a high standard of professionalism and the utmost transparency.

With respect to its overall corporate governance duties, the Board must:

  • Approve policies and by-laws;
  • Establish and approve committees;
  • Develop and approve corporate governance procedures;
  • Implement a responsible, preventive and systemic management;
  • Ensure that performance measurement standards are developed and monitored for management and staff; and
  • Review the integrity and adequacy of the information systems and management practices to maintain high ethical and transparent corporate standards.

Challenges, Issues and Initiatives

Aging Issues

Safety and security remain top priority issues. Given that the infrastructure assets JCCBI controls were built prior to 1965, careful monitoring is required. Significant capital investments need to be carefully managed to ensure the continued safety of existing assets, and construction of new assets. The Board is working on rehabilitation programs to address these issues and exhaustive repair plans are underway for some of the structures.

Coordination with Other Entities

The infrastructure assets JCCBI manages require cooperation between JCCBI and its main stakeholders, including the provincial government, municipalities and the Mohawk First Nation of Kahnawake considering:

  • the infrastructure assets JCCBI manages are connected to the provincial road network;
  • the operations of JCCBI's infrastructure have key impacts on the surrounding municipalities including Montréal, Brossard, Longueuil, and Chateauguay;
  • the Province of Québec is the co-owner of the Honoré Mercier Bridge; and
  • the federal portion of the Honoré Mercier Bridge owned by JCCBI is mainly located on the Mohawk Reserve of Kahnawake.

Therefore, coordination, constant communication and excellent relationships with the Ministère des Transports du Québec, the municipalities and the Mohawk First Nation of Kahnawake are required.

Champlain Bridge

Another complexity is the interaction between the operations, maintenance and repairs of the existing Champlain Bridge corridor and the building of the New Bridge for the St. Lawrence, which will replace the Champlain Bridge Corridor, led by Infrastructure Canada.

Other Challenges

The federal network of bridges and tunnels in the Greater Montreal Area is essential to commuter traffic and is facing complex and significant challenges that require specific attention. These include high demands for safety and security; competing financial requirements for maintenance, major repair, rehabilitation, replacement or addition of structures; maintaining traffic flow during peak hours; and the need for the highest standard of integrity, fairness and transparency in contracting for goods and services.

Core Attributes, Competencies and Experience

Each director is expected to possess the following attributes and skills to provide efficient oversight and direction over JCCBI.

Competence

Board members must have an understanding and level of knowledge of the business and affairs in which JCCBI is engaged, of the role and responsibilities of the Board and management, of the Board's relationship with its stakeholders as well as of public policies and administration. They shall be financially literate and have strategic planning skills to set the appropriate strategies and directions for JCCBI and manage its projects and finances. They shall also have skills in the management of physical, financial and human resources and policy implementation. Furthermore, board members must have the ability to identify, mitigate and manage risks related inter alia to the management, monitoring, construction, rehabilitation, maintenance and repair of transportation infrastructure.

Informed Judgment

Board members provide well thought-out advice, they analyze, and they read all the material that is provided to them. At meetings, they ask pertinent questions. They do not hesitate to question management. They review alternatives before agreeing to decisions.

Integrity and Accountability

Their character and previous experience must show that they have no conflicts of interest and have always acted with probity. They are aware of applicable laws and are willing to seek legal advice as required. They realize that they are acting on behalf of the public interest.

Leadership

Board members are called upon to chair committees established by the Board. They must direct the work of such committees to ensure effective and meaningful results. Board members must also encourage management and staff to carry out their duties so as to achieve the goals of JCCBI.

Impact and Influence

The work accomplished by board members is subject to scrutiny by the Auditor General of Canada and under the Access to Information Act. Board members must show that they understand the impact their decisions can have on the public.

Specific Skills, Knowledge and Experience

At least one director should have an accounting background in order to be able to chair the Audit Committee.

At least one other director should possess financial knowledge in order to participate actively as a member of the Audit Committee.

At least one director should have an engineering background because JCCBI carries out engineering works.

A background in the management of transportation infrastructure is very helpful.

Previous board and/or senior executive experience are meaningful as it would show leadership qualities.

Knowledge about the Greater Montreal Area in which JCCBI operates would be an asset.

An understanding of government functions and operations is a further asset. This would include knowledge of public policy areas.

Board members should be available to attend board meetings as well as committee meetings. They should be prepared, as required, to undertake site visits to the structures managed by JCCBI.

Representation

The Board fully supports the Government of Canada's objectives in the appointment of board members who represent the cultural diversities of the country, its linguistic duality and its minority populations.

Working Conditions

Appointment of Board Members

The Board consists of up to seven (7) board members, including the Chairperson and the CEO. Five (5) board members are appointed by the Minister with the approval of the Governor in Council and the Chairperson and the CEO are appointed by the Governor in Council.

Board and Committee Meetings

In view of the significant responsibilities of JCCBI, board members schedule numerous meetings of the Board and its committees throughout the year to manage JCCBI's business and affairs.

Board meetings vary from twelve (12) to fifteen (15) yearly. Special meetings may be called to address specific or emergency issues.

Board members also serve as committee members on the Audit Committee, the Human Resources Committee, the Governance Committee, the Information Technology and the Change Management Committee and/or other committees responsible for the supervision of major projects and the management of risks associated therewith. All committees report to the full Board.

For both the Board and its committees, the majority is the quorum. Committees are formed of two (2) to six (6) members. Board members are permitted to attend Board and committee meetings in person or by electronic means, although they attend the majority of meetings in person.

Remuneration

The remuneration of each director shall be fixed by the Governor in Council, as per the Financial Administration Act, and the payment thereof is made in accordance with JCCBI's policy which has been adopted in accordance with the Privy Council's Remuneration Guidelines for Part-time Governor in Council Appointees in Crown Corporations.

Board members receive per diem of $300 for attendance at Board or committee meetings in accordance with the terms of the applicable Orders in Council and JCCBI's remuneration policy. The per diem rate also applies to certain duties carried out pursuant to, or in connection with, Board requirements.

Corporation Mandate

VIA Rail Canada operates the national passenger rail service on behalf of the Government of Canada. An independent Crown Corporation established in 1977, the company provides Canadians with safe, efficient and environmentally responsible public transportation.

Roles and Responsibilities

The Board of Directors acts collectively and exercises its powers and responsibilities as a group. Individual directors have no power to act on their own.

Broadly speaking, a director of VIA Rail Canada (VIA Rail) has several fundamental obligations (fiduciary responsibilities) to perform.

  1. Honesty and Good Faith

    Common law requires a director to act honestly and in good faith with a view towards the best interests of VIA Rail. The key elements of this standard of behaviour are:

    1. A director must act with a view to the best interests of VIA Rail and not in his or her self-interest.
    2. A director cannot take personal advantage of opportunities that come before him/her in the course of performing his/her director duties.
    3. A director must disclose to the Board any personal interests that he/she holds that may conflict with the interests of VIA Rail.
    4. A director must adhere to the requirements of the VIA Rail Director's Code of Conduct and Ethics.
  2. Skillful Management

    A director shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances. This means:

    1. The standard of behavior expected of a director will depend upon the particular qualities or characteristics that the director brings to VIA Rail relative to the particular matters under consideration.
    2. The director must be proactive in the performance of his or her duties by:
      1. attending Board and committee meetings; a director who has not attended meetings must show diligence by examination of reports, discussion with other directors, and otherwise being sufficiently familiar with the organization's activities so that his/her performance does not suffer as a result of non-attendance;
      2. participating in a meaningful way; and
      3. being vigilant to ensure that VIA Rail is being properly managed.

As a member of the Board, each director is expected to:

  1. demonstrate skills and experience that are complimentary to the current directors and helpful with VIA Rail's current activities and strategic direction;
  2. utilize external relationships and resources in making a contribution and adding value to VIA Rail;
  3. effectively apply knowledge, experience and expertise to issues confronting VIA Rail
  4. serve as a helpful resource to the Board and to management, where necessary and appropriate;
  5. act as an effective ambassador and representative of VIA Rail.

Challenges, Issues and Initiatives

Since 1990, VIA has focused on reducing overhead, administrative and operating costs, while improving the quality of its service in order to attract more customers and increase revenues. As a result, the level and quality of passenger rail service across the country has improved, while costs to the public for operating the service have fallen.

In recent years, VIA’s performance has been challenged by shifting market conditions, including a drop in tourist travel from the US and overseas. In addition, aging equipment and increased rail traffic congestion has affected the reliability and overall performance of passenger trains.

To address these challenges, VIA’s business strategy focusses on customer needs and expectations, and aims to enhance the features of the train travel experience most valued by customers.

Core Attributes, Competencies and Experience

As a member of the Board, each director is expected to possess the following core attributes, competencies and experience:

  1. Independence and Independent thinker

    Independent in fact and perception (i.e., with no other material relationships that would or could be perceived to affect a director's ability to act and think independently). Ability to ensure that objectivity and independence are brought to the Board and to stakeholder relations.

  2. Impact and influence

    Understands diversity of stakeholder groups, their needs and expectations; able to have an impact on and influence others; understands and works effectively within VIA’s complex organizational and political environment.

  3. Integrity

    Maintains the highest ethical standards both professionally and personally; wiling to act on and meet accountabilities that are outlined in the bylaws and governing principles of the Board.

  4. Teamwork

    Ability to work effectively as a team member, recognize the value and necessity of a team approach; demonstrates a collaborative style in working with others.

  5. Professional and business judgment

    Brings specific areas of expertise and knowledge to the Board and the organization; uses professional knowledge, analytical skills, background and experience to identify issues and opportunities, and to support Board decisions.

The following represents a list of critical or important competencies that the Board as a whole shall possess. The Corporate Governance Committee of the Board has the mandate to conduct regular Board evaluations that address the performance of these competencies within the Board as a whole. Gaps in performance or new competencies identified by the Corporate Governance Committee, and subsequently approved by the Board, shall define the Board Director recruiting needs to be addressed by the Nominating Committee.

The Board as a team should possess these competencies and experience:

  • Knowledge and understanding of the transportation industry, including rail and other modes, tourism/hospitality, other related sectors
  • Knowledge of the Canadian political environment and public policy, how to promote effective government relations
  • Legal experience, comprehensive understanding of legal framework, legal aspects of issues, labour relations
  • Financial perspective, direct financial experience including accounting, auditing, investment advice, risk management, banking
  • Human Resources, performance management practices, succession planning, health and safety
  • Marketing, strong customer and service focus, knowledge of emerging market industry trends

Specific Skills, Knowledge and Experience

The Board of Directors should include individuals who possess a strong mix and balance of skills, knowledge and experience that will support the achievement of VIA Rail’s vision and strategic objectives.

  • Public relations and communications, knowledge of public relations and communications issues in the context of a Crown corporation or similar setting.
  • Engineering, or similar ability, to bring technical knowledge directly related to VIA Rail’s operations.
  • Real estate, management of real estate properties.
  • Representative of the Canadian population and the geographic regions of Canada.
  • Experience and understanding of corporate governance principles, guidelines and policies.
  • Understanding of the role of the Board to monitor management on behalf of the shareholder and not to become involved in managing the operations of the organization.
  • Experience in the public service environment, or comparable understanding- commitment to public service goals.
  • Experience and understanding of the Corporation’s and the Board’s fundamental accountabilities to the Canadian Government, taxpayers and other stakeholders- able to serve as an ambassador and advocate for VIA Rail.

Representation

The Board members should represent different perspectives and capabilities in order for the Board to fufill its roles and responsibilities as a team. As possible, and all else being equal, the selection process shall also give weight to regional representation, gender and other diversity considerations.

Working Conditions

  1. Meetings

    VIA Rail has four regularly scheduled Board meetings a year, once a quarter, in March, June, October and December. Additional meetings are held as required on an ad hoc basis between scheduled meetings.

    The meetings usually take place in the head office in downtown Montreal, QC.

  2. Attendance

    As a member of the Board, each director shall:

    • attend meetings well prepared, having completed and understood the necessary background reading and having consulted other directors and/or management, if required, for clarification;
    • organize him/herself so as to be able to attend the entire Board or committee meeting, not just parts of meetings; and
    • maintain an excellent Board and committee meeting attendance record.
  3. Committee work or other duties

    The Board of Directors has delegated certain responsibilities to five Committees:

    • Planning and Finance Committee
    • Investment Committee
    • Human Resources and Corporate Governance Committee
    • Audit and Risk Committee
    • Real Estate and Environment Committee

    A Director is appointed as Chair to each of these committees by the Chair of the Board, based upon their individual experience and knowledge. Committee meetings are held as and where deemed necessary.

  4. Annual time commitment

    Board meetings, including preparation time, may use 100 hours per year of a Board member’s time.

    With respect to committee meetings, the average time commitment for each Board member, not including the Chair, can vary quite considerably depending upon the committee itself. Some committees are less demanding and a Board member can expect to spend approximately 50 hours per year preparing for and attending meetings. Other committees can utilize up to 250 hours per year of a Board member’s time.

  5. Code of conduct

    To demonstrate determination and commitment, VIA Rail requires each director to review and sign the VIA Rail Code of Conduct and Ethics annually. The willingness and ability to sign the Code is a requirement of all directors.

  6. Remuneration and expenses

    The Board of the VIA Rail Canada receives a Governor-in-Council approved schedule of fees along with Board approved expenses.

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