Governance Manual

AttachmentSize
governance_manual_may_2014.pdf2.15 MB
Embedded Scribd iPaper - Requires Javascript and Flash Player

BRITISH COLUMBIA SAFETY AUTHORITY
Board Governance Manual
Updated May 2014
This document is valid only
As of the date of posting
GOVERNANCE MANUAL
TABLE OF CONTENTS
British Columbia Safety Authority
Governance Manual Table of Contents Updated May 2014
GENERAL
Tab 1 History and Quick Facts about BC Safety Authority (BCSA)
1.1 Background Page 1
1.2 Purpose Page 1
1.3 Operational Model Page 2
1.4 Division of Responsibilities Page 2
1.5 Impact on Fees Page 3
1.6 Relationship with Stakeholders Page 4
1.7 Relationship with Local Governments Page 4
Tab 2 Vision, Mission and Values
2.1 Vision Page 6
2.2 Mission Page 6
2.3 Values Page 6
GOVERNANCE FRAMEWORK
Tab 3 Guiding Principles
3.1 Leadership Page 7
3.2 Trust Page 7
3.3 Governance Procedures Page 7
Tab 4 Code of Ethical Conduct for BCSA Directors & Officers
4.1 Code of Ethical Conduct Page 9
4.2 Compliance with the Law Page 9
4.3 Conflicts of Interest Page 10
4.4 Protocol for Dealing with BCSA Employees Page 11
4.5 Disclosure Page 13
4.6 Accounting Page 14
4.7 Board Solidarity Page 14
4.8 Confidentiality Page 14
4.9 Gifts, Hospitality Page 15
4.10 Not Political Page 15
4.11 Annual Review and Declaration Page 15
4.12 Breach Page 15
Tab 5 Disclosure Policy Page 16
GOVERNANCE MANUAL
TABLE OF CONTENTS
British Columbia Safety Authority
Governance Manual Table of Contents Updated May 2014
OVERVIEW AND RESPONSIBILITIES
Tab 6 Board of Directors Overview
6.1 Introduction Page 17
6.2 Procedures and Organization Page 17
6.3 General Legal Obligations of the Board of Directors Page 18
6.4 Board of Directors’ Guidelines Page 19
Appendix “A” Excerpt from Safety Authority Act Page 29
Appendix “B” Process for Appointing Board Chair Page 30
Appendix “C” Board of Directors Core Competencies
and Skills Page 31
Appendix “D” British Columbia Safety Authority
Board Member Evaluation Form Page 34
Tab 7 Chair Responsibilities
7.1 Goals and Objectives Page 35
7.2 Duties and Responsibilities Page 35
Tab 8 Director Responsibilities
8.1 Goals and Objectives Page 36
8.2 Duties and Responsibilities Page 36
Tab 9 President & Chief Executive Officer Responsibilities
9.1 Goals and Objectives Page 39
9.2 Duties and Responsibilities Page 39
Tab 10 Corporate Secretary Responsibilities
10.1 Role of the Corporate Secretary Page 41
10.2 Duties and Responsibilities Page 41
10.3 Role of the Assistant Corporate Secretary Page 42
10.4 Duties and Responsibilities Page 42
COMMITTEES
Tab 11 Committee Structure
11.1 Meeting and Procedures Page 43
11.2 Access to Corporate Records/Personnel Page 43
11.3 Committees of the Board Page 44
Finance and Audit Committee Page 44
Governance and Human Resources Committee Page 47
Strategic Advisory Committee Page 49
Committee Members Page 51
GOVERNANCE MANUAL
TABLE OF CONTENTS
British Columbia Safety Authority
Governance Manual Table of Contents Updated May 2014
BOARD REVIEW
Tab 12 Board Review Process
12.1 Topics for Discussion Page 52
Board Operations Page 52
Monitoring and Acting Page 52
Strategy Determination Page 53
Policies and Procedures Page 53
Reporting and Consultation Page 53
Legal Requirements Page 53
ADMINISTRATION & INFORMATION
Tab 13 Directors’ Fees and Expenses
13.1 Fees (April 1, 2014) Page 54
13.2 Fee Guidelines Page 54
Board and Committee Meetings Page 54
Other Meetings Page 54
13.3 Fee Administration Page 54
13.4 Expenses Page 55
Travel Page 56
Private Vehicle Allowance Page 56
Accommodation/Lodging Page 56
Air Travel Page 56
Vehicle Rental Page 56
Meals Page 56
Authorization Page 56
Allowance (added September 2009) Page 56
13.5 Speaking Engagements, Education and
Development Activities and Social Events Page 57
Schedule “A” Page 58
Tab 14 Board Roster Page 59
Tab 15 Indemnity and Insurance Coverage Page 60
History and Quick Facts Tab 1
About the British Columbia Safety Authority (BCSA)
British Columbia Safety Authority
Governance Manual May 2014
1.1 BACKGROUND
Throughout Canada, and elsewhere in the world, there is growing recognition
that many of the services traditionally delivered by government can be more
effectively provided by non-government bodies under appropriate guidelines and
supervision.
The B.C. model is based on the recommendations provided by the Safety
Systems Review, a comprehensive examination of the safety system conducted
in British Columbia in 1995-97, as well as other research and consultation.
It was the recommendation of the Safety System Review, reinforced by the
deliberations of safety advisory committees and the advice of individual
stakeholders that the best way of ensuring continued excellent levels of public
safety, would be to separate service delivery from government. The
recommendation was designed to permit service to be offered by an independent
authority, guided by an effective Board of Directors, capable of flexible and
innovative responses to changing circumstances.
1.2 PURPOSE
The key objective of the BCSA is to protect public safety by delivering services
that lead to the safe manufacture, installation, maintenance, use and operation
of technical products, equipment and systems.
Other objectives are:
 to implement a safety system and service delivery model that is more
responsive to client and safety system needs;
 to provide a dependable and sustainable level of service; and
 to finance service delivery through a cost-recovered, user-pay model.
The BCSA is designed to protect public safety through a variety of mechanisms
including the provision of inspection and audit services related to aerial
tramways, amusement rides, boilers, electrical and gas equipment and systems,
elevating devices, pressure vessels, railways and refrigeration systems. As well,
the BCSA certifies regulated products and individuals, licenses contractors and
develops and administers inspector training programs. The BCSA uses risk
assessment to identify regulated work and products that require a higher level of
regulatory attention. The BCSA also provides public education.
Page 1
History and Quick Facts Tab 1
About the British Columbia Safety Authority (BCSA)
British Columbia Safety Authority
Governance Manual May 2014
1.3 OPERATIONAL MODEL
The BCSA is an independent, not-for-profit corporation established by statute
and operating at arm’s length from government. While the BCSA is not an agent
of government, a strong accountability framework ensures that it will fulfill its
mandate and that the public’s interests in public safety are protected.
The key elements of the accountability framework include:
 the incorporating statute and delegation provisions;
 two formal administrative agreements between the government and the
BCSA that specify responsibilities, performance expectations and other
administrative matters;
 fee setting process and criteria established by regulation;
 government responsibility for safety policy and liaison to:
 oversee the delegation of the administration of the Safety
Standards Act and the Railway Safety Act to the BCSA;
 manage the legislation, regulations, codes and standards; and
 audit and monitor compliance with the administrative agreements;
 an administrative tribunal to hear appeals of certain decisions made by
BCSA staff and inspecting local governments thereby ensuring impartiality
and fairness;
 the BCSA being subject to the Freedom of Information and Protection of
Privacy Act and the Ombudsman Act of British Columbia; and
 the BCSA being required to prepare and make publicly available its annual
report and three-year business plan.
1.4 DIVISION OF RESPONSIBILITIES
Establishment of the BCSA provides flexibility and responsiveness in the delivery
of safety services. At the same time, the Province retains a policy role. Working
through the responsible ministry, the Province:
 sets legislation, regulation and major external policies;
 adopts codes and standards by regulation;
 manages relationships related to national codes and standards;
 oversees municipal participation in the safety system;
 provides fee-setting process and criteria;
 oversees the appeal system;
 delegates administrative powers to the BCSA and local governments; and
 monitors results.
Page 2
History and Quick Facts Tab 1
About the British Columbia Safety Authority (BCSA)
British Columbia Safety Authority
Governance Manual May 2014
The BCSA:
 delivers the safety services previously provided by the Province of BC;
 manages its financial, operational, human resource and information
systems affairs;
 advises the appropriate Minister, as required, on safety matters, including
recommendations regarding development of codes and standards,
policies, regulations and legislation;
 provides codes and standards interpretation services to stakeholders;
 undertakes technically specific safety research and policy development;
 sets fees, based on process and criteria set by the Province;
 enforces legislation, regulations and policy;
 issues licenses and permits;
 examines and certifies individuals;
 represents the Province, as required, on technical safety matters; and
 undertakes other duties as delegated by the Province.
Both the Province and the BCSA have a role to play with respect to policy
development, depending on the nature of the policy under consideration. The
Province will continue to have responsibility for major policies that will have a
direct impact on clients, e.g. establishing boiler regulations.
The BCSA can recommend and comment upon such policy proposals; however,
decision-making is retained by the respective Ministers. The BCSA, for its part,
has the ability to set and administer its own internal operational policies, e.g. the
actual fees charged based on the criteria set by the Province, the number of
safety officers on staff, how to undertake compliance monitoring, quality
assurance measures, etc., without reference to the Province.
1.5 IMPACT ON FEES
Under section 86 of the Safety Standards Act the Minister responsible for the Act
establishes the overall criteria to be used by the BCSA in the setting of fees by
regulation. These criteria are designed to ensure consultation and transparency.
In making decisions on fees to be charged, a number of factors are relevant:
 the BCSA is established as a not-for-profit corporation;
 the BCSA incorporates private sector business practices such as multi-
year business planning and the creation of a contingency to address
unforeseen circumstances;
 the BCSA sets fees that reasonably reflect the cost of delivering services.
Page 3
History and Quick Facts Tab 1
About the British Columbia Safety Authority (BCSA)
British Columbia Safety Authority
Governance Manual May 2014
1.6 RELATIONSHIP WITH STAKEHOLDERS
The input and advice of individuals, industries, businesses and professional
associations directly involved in safety services are critical to the efficient
functioning of the safety system and the BCSA. To that end, the agreement
between the Province and the BCSA mandates that the BCSA be responsive to
the needs of clients and stakeholders. To meet this obligation BCSA has
established advisory committees, with membership reflecting the sectoral
interests and needs of the safety system, to provide technical expertise, advice
and recommendations to the BCSA Management and the Board.
1.7 RELATIONSHIP WITH LOCAL GOVERNMENTS
Under the provisions of the Safety Standards Act, responsibility for service
delivery in electrical and, or gas safety is also delegated by the Province to ten
local governments with delegated authority to provide safety services (permits
and inspection only) in their jurisdictions. The Province may also delegate the
responsibility to any qualifying local government wishing to do their own
inspection in future.
The BCSA recognizes technical and operational relationships that were
previously in place between the Province and the ten local governments. In
these relationships the BCSA is the pre-eminent technical specialist and assists
local governments in areas, including:
 licensing of contractors;
 certification of individuals;
 certification of some equipment and appliances;
 provision of code interpretations; and
 managing technical stakeholder advisory mechanisms such as safety
committees.
In addition to this, the BCSA provides safety services such as inspection,
technical auditing, and investigation to stakeholders.
The BCSA and the ten local governments all operate under individual
administrative agreements with the Province. The intent of the administrative
agreements is to ensure that a basic and standard level of service delivery
throughout the Province is established and all oversight organizations under the
authority of the Safety Standards Act are tied together in a common purpose.
Page 4
History and Quick Facts Tab 1
About the British Columbia Safety Authority (BCSA)
British Columbia Safety Authority
Governance Manual May 2014
BCSA has 3 standing consultation bodies:
 Technology Advisory Committees,
 Safety Standards Administrators Group, and
 Advisory Panel of Stakeholders.
Technology Advisory Committees
BCSA seeks input from industry stakeholders through six technology advisory
committees. Each committee is made up of representatives, contractors,
instructors from technical schools and other interested stakeholders.
Recommendations from the technology committees assist BCSA to develop
policies and to propose regulatory changes to the Province.
Safety Standards Administrators Group
BCSA also sponsors the Safety Standards Administrators’ Group which is
comprised of representatives of the 10 local governments that also have
delegated authority to administer certain requirements for electrical and/or gas
safety, The purpose of the Group is to discuss common administrative issues,
promote greater consistency in provincial safety management and foster
collaboration between authorities administering the Safety Standards Act. The
Province also participates through representatives of the Ministry Responsible for
BCSA. The Group makes non-binding recommendations to BCSA senior
management.
Advisory Panel of Stakeholders
BCSA has established an Advisory Panel of Stakeholders of 12 – 15 members to
provide advice or recommendations to the BCSA Board and the Chief Executive
Officer on topical strategic issues and proposed policies and strategies, including
topics related to the implementation of BCSA’s 10 Year Strategic Plan, and any
other matter requested by the BCSA board or the Chief Executive Officer.
Page 5
Vision, Mission and Values Tab 2
British Columbia Safety Authority
Governance Manual May 2014
2.1 VISION
Safe Technical Systems. Everywhere.
2.2 MISSION
We build your confidence in safety systems for life – through a focus on risk
and support for innovation
2.3 VALUES
Simplicity We reduce complexity through common sense and clear
intention.
Authenticity We express our humanity. We are people working on
behalf of people.
Accountability We do what we say we will do.
Page 6
Governance Framework Tab 3
British Columbia Safety Authority
Governance Manual September 2012
3. GUIDING PRINCIPLES
3.1 Leadership
 The directors must manage the affairs of the BCSA or supervise the
management of those affairs. (Safety Authority Act, s.14).
 The Board and Senior Management are collectively responsible for
providing ethical and moral leadership and, individually, to conduct
themselves with integrity.
 The Board of Directors functions as independent body acting in a
fiduciary capacity.
 The primary duty of the Board is to carry out the mandate of the BCSA.
3.2 Trust
 The Board and Senior Management are expected to foster a spirit of
co-operation, open communication and trust among the communities/
stakeholders and customers.
 The Board demonstrates trust in Senior Management by delegating
appropriate authority and holding Senior Management accountable.
3.3 Governance Procedures
Dates and Locations
 To the greatest extent possible, all Board and Committee meetings are
scheduled at a place and time convenient to members.
Setting the Agenda
 The Chair, in consultation with the CEO and Corporate Secretary,
develops Board meeting agendas.
 Any Director or Committee member may request a matter be placed on
the agenda by advising the Chair.
 Committee Chairs set Committee meeting agendas. Any Committee
member may request a matter be placed on the agenda for a
committee meeting by advising the Committee Chair.
 Board and Committee agendas should be designed so that the most
important items are addressed first, thus allowing sufficient time for
discussion and decision-making.
 Board and Committee agendas should identify whether an agenda
item is for information, discussion and/or decision.
Page 7
Governance Framework Tab 3
British Columbia Safety Authority
Governance Manual September 2012
Meeting Rules and Procedures
 The Chair of the Board chairs all regularly scheduled Board meetings.
If the Chair is absent for any reason, the Chair of the Governance and
Human Resources Committee will serve as Chair.
 Robert’s Rules of Order* apply to meetings including the making of
motions, amendments and calling the question. However, informal
exchanges and discussions are encouraged.
 Minutes are kept of all motions, and while comments on important
issues may be recorded, general discussion is not.
 At the end of each Board meeting the Board meets with the President
and CEO followed by an in-camera session without members of
Management present.
 The Chair will take informal minutes during sessions when the
Corporate Secretary is not in attendance.
Meeting Preparation
 All Minutes and background information for Board meetings will be
circulated in a timely manner to enable Board members sufficient time
to review and come prepared to the meetings.
 The CEO facilitates business and news updates on a regular basis.
Attendance at Meetings
 All directors should make every effort to attend meetings.
 The CEO may request support staff to attend a meeting.
Committees of the Board
 Committees of the Board are struck to deal with matters requiring more
depth of inquiry. These committees report on the general nature of
their discussions and make recommendations to the Board.
 Current standing committees are set out at Tab 11.
 The Board may, from time-to-time, restructure these committees,
revise a committee’s mandate or establish ad hoc committees or task
forces as necessary.
 The Terms of Reference of all committees will be reviewed on an
annual basis.
Reference: *Robert’s Rules of Order Newly Revised, 11
th
Edition
Edited by Henry Robert, Daniel Honemann, Thomas Balch
Page 8
Code of Ethical Conduct for
BCSA Directors and Officers Tab 4
British Columbia Safety Authority
Governance Manual September 2012
4.1 CODE OF ETHICAL CONDUCT FOR BCSA DIRECTORS & OFFICERS (REVISED APRIL
2011)
The BCSA was established under the Safety Authority Act effective June 20,
2003 as a not-for-profit corporation without share capital.
The Safety Authority Act provides for governance of the BCSA as follows.
Sections 8 – 16 provide for a Board of Directors. Sections 17 – 22 deal with
conflicts of interest. Sections 23 – 24 deal with Officers.
The BCSA’s mandate requires that its policies and practices be driven by safety.
The BCSA’s decision makers must not be affected (or perceived as affected) by
conflicting interests or conflicting loyalties.
Directors and Officers, as individuals, agree to comply with the following Code.
Their continuing compliance with the Code is a condition of their appointment
and service as a Director or Officer.
Statutory Standards. Section 11(1) of the Safety Authority Act requires that
when exercising their powers and performing their duties and functions a Director
must:
(a) Act honestly and in good faith.
(b) Act with a view to the best interests of the BCSA.
(c) Exercise the care, diligence and skill that a reasonably prudent
individual would exercise in comparable circumstances.
(d) Act in accordance with the Safety Authority Act, the Safety
Standards Act and the regulations under them.
(e) Act in accordance with any provisions of the Business Corporations
Act that apply to the BCSA.
1
4.2 COMPLIANCE WITH THE LAW
1. Directors and Officers shall at all times act in accordance with both
the spirit and the letter of all applicable laws.
2. In his/her relationship with the BCSA no Director or Officer should
commit or condone an unethical or illegal act or instruct another
Director, employee or supplier to do so,
1
When the Board came into being on April 1, 2004, no provisions of the Business Corporations
Act had been designated by Regulation as applicable to the conduct of the Authority’s directors
or senior officers.
Page 9
Code of Ethical Conduct for
BCSA Directors and Officers Tab 4
British Columbia Safety Authority
Governance Manual September 2012
3. Directors and Officers should not only comply fully with the law, but
should also avoid any situation which could be perceived as
improper or indicate a casual attitude towards compliance.
4. Additional standards
In addition to compliance with applicable laws, the BCSA requires
Directors and Officers to observe a high ethical standard of
business conduct in all aspects of its business.
4.3 CONFLICTS OF INTEREST
1. Nothing undermines respect for decisions or confidence in the
decision makers more than a conflicting interest or agenda of the
decision maker. Conflicts provide a ground on which an aggrieved
person can challenge the decision (and the decision makers).
2. In general a conflict exists for Directors and Officers who use their
position at the BCSA to benefit themselves, friends or family.
3. A Director or Officer should not use his or her position with the
organization to pursue or advance personal interests, the interests
of a related person, the Director’s or Officer’s business associate,
corporation, union, partnership or the interests of a person to whom
the Director or Officer owes an obligation.
4. A Director or Officer should not directly or indirectly benefit from a
transaction with the BCSA over which the Director or Officer can
influence decisions made by the BCSA.
5. A Director or Officer should not take personal advantage of an
opportunity available to the BCSA unless the BCSA has clearly and
irrevocably decided against pursuing the opportunity and the
opportunity is also available to the public.
6. A Director or Officer should not use his or her position with the
BCSA to solicit clients for the Director’s or Officer’s business or a
business operated by a close friend, family member, business
associate, corporation, union or partnership of the Director or
Officer or a person to whom the Director or Officer owes an
obligation.
7. Every Director and Officer should avoid any situation in which there
is, or may appear to be, potential conflict which could appear to
interfere with the Director’s or Officer’s judgment in making
decisions in the BCSA’s best interest.
Page 10
Code of Ethical Conduct for
BCSA Directors and Officers Tab 4
British Columbia Safety Authority
Governance Manual September 2012
8. There are many situations that could give rise to conflict of interest.
The most common are: accepting gifts, favours or kickbacks from
suppliers, close or family relationships with outside suppliers,
passing confidential information to competitors or other interested
parties or using confidential information inappropriately.
4.4 PROTOCOL FOR DEALING WITH BCSA EMPLOYEES
(a) Board members may find themselves dealing directly with BCSA
employees either as a consumer of BCSA services (e.g., buying
permits, receiving inspections) or as a person who works in a regulated
industry. In all such situations Directors must be sensitive to the nature
and frequency of such contact. The purpose of this protocol is to
protect both board members and BCSA from perceived conflicts of
interest.
1. Board members must not use their position as a Board member
to attempt to influence the decisions or actions of BCSA
employees.
2. On Board related issues, Board members shall not
communicate directly with employees. Such enquiries shall be
made to the President and CEO or designate.
3. Board members will avoid business contacts with BCSA
employees unless it is not practical to have someone else
conduct the business on their behalf.
4. Board members will identify themselves as a Board member
when doing business with a BCSA employee.
5. Board members are subject to conflict of interest guidelines
provided to BCSA Board members and the signing of the
disclosure statement by Board members.
6. Board members who work in a regulated industry shall inform
the Board Chair and the CEO where the Board member intends
to make a request personally of an employee that may result in
the employee exercising his or her discretion in the Board
member’s favor, including but not limited to any of the following:
i. Disputing or protesting a decision of an employee,
ii. Requesting relief from the application of a regulation,
rule, code or standard, including requesting a variance or
equivalent standards agreement,
iii. Applying a professional stamp on documents to be
submitted to the BCSA, and
Page 11
Code of Ethical Conduct for
BCSA Directors and Officers Tab 4
British Columbia Safety Authority
Governance Manual September 2012
iv. Any conduct that may create the impression of favoritism
to an external observer.
7. Formal appeals of business decisions will follow the process
established under the “Safety Standards Act”.
(b) BCSA officers may find themselves dealing directly with BCSA
employees as a consumer of BCSA services (e.g., buying permits,
receiving inspections). In all such situations officers must be sensitive
to the nature and frequency of such contact. The purpose of this
protocol is to protect both BCSA officers and BCSA employees from
perceived conflicts of interest.
1. Officers must not use their position as a BCSA officer to attempt
to influence the decisions or actions of BCSA employees.
2. Officers will avoid business contacts with BCSA employees
unless it is not practical to have someone else conduct the
business on their behalf.
3. Officers will identify themselves as BCSA employees when
doing business with a BCSA employee.
4. Officers are subject to conflict of interest guidelines provided to
BCSA officers and the signing of the disclosure statement by
officers.
5. An officer other than the President & CEO shall inform the
President & CEO where the officer intends to make a request
personally of an employee that may result in the employee
exercising his or her discretion in the officer’s favor, including
but not limited to any of the following:
i. Disputing or protesting a decision of an employee,
ii. Requesting relief from the application of a regulation,
rule, code or standard, including requesting a variance or
equivalent standards agreement,
iii. Any conduct that may create the impression of favoritism
to an external observer.
6. The President & CEO shall inform the Chair of the Board where
he or she intends to make a request personally of an employee
that may result in the employee exercising his or her discretion
in the President & CEO’s favor, including but not limited to any
of the following:
i. Disputing or protesting a decision of an employee,
Page 12
Code of Ethical Conduct for
BCSA Directors and Officers Tab 4
British Columbia Safety Authority
Governance Manual September 2012
ii. Requesting relief from the application of a regulation,
rule, code or standard, including requesting a variance or
equivalent standards agreement,
iii. Any conduct that may create the impression of favoritism
to an external observer.
7. Formal appeals of business decisions will follow the process
established under the “Safety Standards Act”.
4.5 DISCLOSURE
1. Full disclosure enables Directors and Officers to resolve unclear
situations and gives an opportunity to dispose of conflicting interests
before any difficulty can arise.
2. A Director should immediately on becoming aware of a potential
conflict of interest situation disclose the conflict (preferably in writing)
to the Board Chair. This requirement exists even if the Director does
not become aware of the conflict until after the transaction is
complete.
3. If a Director is in doubt whether a situation involves a conflict, the
Director should immediately seek the advice of the Board Chair. If
appropriate, the Board Chair may wish to seek legal or other expert
advice.
4. Unless a Director is otherwise directed, a Director should
immediately take steps to resolve the conflict or remove the
suspicion that it exists.
5. If a Director is concerned that another Director is in a conflict of
interest situation, the Director should immediately bring his or her
concern to the other Director’s attention and request that the conflict
be declared. If the other Director refuses to declare the conflict, the
Director should immediately bring his or her concern to the attention
of the Board Chair. If there is a concern with the Board Chair, the
issue should be referred to the Governance & Human Resources
Committee.
6. A Director should disclose the nature and extent of any conflict at the
first meeting of the Board after which the facts leading to the conflict
have come to that Director’s attention.
7. After disclosing the conflict, the Director must leave the meeting and
not vote, lobby or otherwise participate in the decision making
process. The Director must follow this procedure even if he or she
thinks they can manage the conflict in good conscience because the
Page 13
Code of Ethical Conduct for
BCSA Directors and Officers Tab 4
British Columbia Safety Authority
Governance Manual September 2012
BCSA cannot afford grounds for perception that any of its decisions
are affected by conflict of interest or conflict of responsibility.
8. Sections 1 to 5 of this Section 4.5, apply to disclosure of conflicts of
interest by Officers except that Officers should disclose the conflict to
and seek advice from the President & CEO. If there is a concern with
the President & CEO, the issue should be referred to the Board
Chair.
4.6 ACCOUNTING
The accounting records of the BCSA shall fairly reflect all assets, liabilities and
transactions in respect of its operations. Resources of the BCSA shall not be
used for the personal benefit of any Director or Officer except remuneration and
benefits disclosed in the accounting records and reimbursement of reasonable
and proper expenses. All transactions shall be recorded in a manner such that
the substance of each transaction is not obscured.
4.7 BOARD SOLIDARITY
The BCSA’s Board governs collectively, not individually. Except as authorized by
the Board, individual Directors:
(a) Shall not exercise or purport to exercise authority except at a
meeting of the Board or a Board committee or as specifically
delegated by the Board.
(b) Shall direct any employee or contractor request for direction or
information to the President & CEO.
(c) Shall not express to any person outside the Board any personal
dissent from the BCSA’s policies, practices and decisions.
(d) The BCSA shall designate one or more spokespersons to
communicate on its behalf with the media and the public as may be
required from time to time. No Director or Officer, other than a
person, so designated shall communicate or respond to
communication with the media or the public regarding the BCSA’s
policies, practices and decisions.
4.8 CONFIDENTIALITY
Each Director and Officer shall at all times maintain the confidentiality of all
information and records that are the property of the BCSA and shall not make
any use of such information unless and until it has been disclosed to the public.
Confidential information includes proprietary technical, business, financial, legal
or any other information which the BCSA treats as confidential. This obligation
shall continue even after termination of office.
Page 14
Code of Ethical Conduct for
BCSA Directors and Officers Tab 4
British Columbia Safety Authority
Governance Manual September 2012
4.9 GIFTS, HOSPITALITY
1. Directors shall not offer, provide or accept any gift or any excessive
entertainment or benefit that is directly or indirectly related to the
BCSA’s business. Officers shall comply with the BCSA Standards of
Conduct.
2. Gifts should only be accepted by a Director in the normal exchanges
common to established business relationships for the BCSA. An
exchange of gifts should create no obligation on the part of the
Director.
3. Inappropriate gifts received by a Director should be returned to the
donor.
4. Full and immediate disclosure to the Board Chair in borderline cases
will always be taken as good faith compliance with these standards.
4.10 NOT POLITICAL
The BCSA’s funds and resources shall not be used to support any political
cause, party or candidate.
4.11 ANNUAL REVIEW AND DECLARATION
1. This Code will be reviewed annually by each Director and Officer to
ensure understanding, compliance and commitment to its principles
and requirements.
2. Each Director and Officer should declare compliance with this Code
in the following form:
I acknowledge that I have read and considered the Code of Ethical
Conduct for BCSA Directors and Officers and agree to conduct
myself in accordance with the Code of Ethical Conduct for BCSA
Directors and Officers.
4.12 BREACH
A Director or Officer found to have breached his/her duty by violating the
minimum standards set out in this Code may be liable to censure or dismissal.
Page 15
Disclosure Policy Tab 5
British Columbia Safety Authority
Governance Manual November 2009
Section 22 of the British Columbia Safety Authority Act outlines this policy as
follows:
(1) If a director, the chief executive officer or a senior officer holds any office,
or possesses any property, right or interest that could result, directly or
indirectly, in the creation of a duty or interest that materially conflicts with
that individual's duty or interest as director, chief executive officer or senior
officer of the BCSA, the individual must disclose, in accordance with this
section, the nature and extent of the conflict.
(2) The disclosure required under subsection (1)
(a) must be made to the directors promptly
i. after that individual becomes a director, the chief executive
officer or a senior officer, or
ii. if that individual is already a director, the chief executive officer
or a senior officer, after that individual begins to hold the office
or possess the property, right or interest for which disclosure is
required, and
(b) must be evidenced in a consent resolution, the minutes of a
meeting or any other record deposited in the BCSA's records.
Page 16
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
6.1 INTRODUCTION
The power to make appointments to the Board rests with the Directors through
the Board’s nominating and selection committee process, except with respect to
the specified government appointments.
Section 8 of the Safety Standards Act provides that the Board will consist of at
least nine but not more than fifteen members. The Minister may appoint up to
three directors. The remaining directors are appointed by the Directors. Non-
government candidates for the Board are screened and short-listed by a
nominating committee based on the knowledge, skills and abilities of the
candidates. The Directors make the final selection from a list of suitable
candidates provided by the Nominating Committee.
The Directors appoint the Chair and may appoint a Vice Chair from among its
members. Directors appointed by the Minister are not eligible for consideration.
While there may be members from industry on the Board, they will participate as
qualified individuals and not as industry representatives. This reduces the
potential for conflict of interest situations between a Board member's role as a
representative of a particular sector and the person’s obligations as a Director of
the corporation.
To ensure the Board exercises its duties and powers in a responsible and
prudent manner, the Safety Authority Act requires Board members to act
honestly and in good faith, in a financially accountable manner and with a view to
the best interests and objectives of the BCSA and the safety system as a whole.
The Directors are stewards of the BCSA. They have the responsibility to oversee
the conduct of the business, and endeavor to ensure that all major issues
affecting the business and affairs of BCSA are given proper consideration. In
performing its functions, the Board also considers the legitimate interests of
communities and the Province.
6.2 PROCEDURES AND ORGANIZATION
1. BCSA Board of Directors regulates its affairs and determines its
own procedures. The Finance & Audit Committee reviews a
summary report of BCSA internal operational audits semi-annually
and presents its report to the Board on an annual basis, making
recommendations when necessary.
Page 17
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
2. The Finance and Audit Committee is responsible for recommending
an external auditor for appointment by the Board on an annual
basis. At least every five years the Finance and Audit Committee
shall conduct a competitive process to retain the Auditor.
3. BCSA Board of Directors is responsible for managing its own affairs
including the responsibility to:
(a) appoint directors pursuant to Section 8 of the Safety Authority
Act;
(b) on the recommendation of the Chair appoint, determine the
composition of, and set the mandate for Board Committees;
(c) implement an appropriate process for assessing the
effectiveness of Board governance, Committees, and the
contribution of Directors;
(d) assess the adequacy and form of Director compensation;
(e) assume responsibility for governance practices;
(f) appoint and hold the President & Chief Executive Officer
accountable; and
(g) appoint the Corporate Secretary.
6.3 GENERAL LEGAL OBLIGATIONS OF THE BOARD OF DIRECTORS
Basic legal duties imposed on the BCSA Board of Directors are under the Safety
Authority Act and at common law. (See Appendix “A”)
Directors owe a fiduciary responsibility to carry out the duties of their office:
(a) honestly and in good faith;
(b) in the best interests of the BCSA and
(c) with the care, diligence, and skill of a reasonably prudent person.
Directors are subject to roles and conflict of interest provisions as defined by
Part 4 of the Safety Authority Act and the Code of Ethical Conduct for BCSA
Directors and Officers.
Directors have specific statutory duties and obligations under employment,
environmental, and financial reporting law as well as under the withholding
provisions of taxation law.
Page 18
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
6.4 BOARD OF DIRECTORS' GUIDELINES
These guidelines outline how the BCSA Board of Directors will operate in
carrying out its duties of stewardship and accountability.
1. Officers of the Board
The Officers of the Board of BCSA are the Chair, Vice Chair, if one
has been appointed, and the Corporate Secretary. The Chair, Vice
Chair and Corporate Secretary are appointed by the Board.
2. Best Interests of BCSA
The Board of BCSA is responsible for ensuring the best interests of
BCSA are met at all times.
3. Terms of Reference Review
Terms of Reference for the Board, its Committees, and the Chair
are reviewed annually by the Governance & Human Resources
Committee of the Board. The Committee will propose any changes
to the Board for approval.
4. Principal Risks
The Board members should have a continuing understanding of the
principal opportunities and risks associated with the BCSA’s
business.
5. Communications Policy
The Board of the BCSA ensures that management has an effective
Communications Policy, and a process for review and approval of
major reports to the public, including the Annual Report.
The President & Chief Executive Officer, or delegate, is the primary
spokesperson for issues as outlined in the BCSA Communications
Policy. The Chair is the primary spokesperson for the Board, and
may be called upon to assume the lead to publicly address specific
issues, as outlined in the BCSA Communications Policy.
Directors should not publicly speak on behalf of the Board of
Directors or the BCSA. If approached to do so, they should consult
with the President and Chief Executive Officer, or the Chair.
Page 19
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
6. The Chair of the Board
The Chair provides leadership to the Board. In the absence of the
Board Chair, the Chair shall pass to the Directors in the following
order: Vice Chair (if appointed), Chair of the Governance and
Human Resources Committee and Chair of the Finance and Audit
Committee, if eligible.
7. Committees
Each Committee operates according to a Board approved mandate
outlining its duties and responsibilities.
The current committee structure is set out under Tab 11.
8. Committee Chair and Committee Members
The Board Chair is responsible to the Board for annually proposing
the leadership and membership of each Committee. In preparing
recommendations, the Board Chair will consult with the Board
taking into account the preferences, skills and experience of each
Director.
The Board supports a periodic rotation in Committee leadership
and membership in a way that recognizes and balances the needs
for new ideas, continuity and maintenance of functional expertise.
Each Committee’s meeting schedule and agenda will be
determined by its Chair and members with the assistance of the
Corporate Secretary, based on the Committee’s work plan and
terms of reference. Each Committee reports in a timely manner to
the Board on the results of its meetings.
9. Board Meetings and Agendas
The BCSA Board plans for a minimum of four (4) regular meetings
per year with additional meetings at the call of the Chair. In addition
the Board will hold an Annual Public Meeting and may hold a
strategic planning session.
Page 20
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
The Board will endeavour to set meeting dates several months in
advance. The date, time, and place of a regular meeting of the
Board shall generally be fixed not less than 21 calendar days in
advance of the date when it shall occur. A notice shall be delivered
not less than two full days prior to an extraordinary meeting.
The agenda for regular meetings shall be set by the Chair in
consultation with the CEO and the Corporate Secretary and issued
via email not less than one week in advance and then couriered
together with supporting material to the Directors in hard copy. In
special circumstances, the agenda shall be distributed not less than
two full days in advance. All Directors are free to suggest additions
to the agenda. Agendas shall be organised so that the most
important items are dealt with in advance of items of a routine or
less significant nature.
A simple majority of the Directors holding office constitutes a
quorum. Questions arising at any meeting of Directors shall be
decided by a majority of votes. In a case of an equality of votes,
the Chair of the meeting will have a second or casting vote.
A resolution in writing or a consent resolution signed by all the
Directors shall be as valid and effectual as if it had been passed at
a meeting of the Directors duly called and constituted. An email
from a Director indicating consent shall be considered a valid and
effectual signature, without need for an accompanying reproduction
of the Director’s handwritten signature. (added April 2011)
Most meetings are held in the Greater Vancouver area.
All or some Board members may attend a Board meeting by
telephone or other communication facilities as long as all
participants are able to hear each other and a Director who
participates in a meeting by that means must be counted as
present at the meeting.
10. Annual Public Meeting
The Board will hold an Annual Public Meeting where the operation
and plans of the Authority are reviewed. The Annual Public
Meeting must be held within 6 months after the end of the fiscal
year to coincide with the release of the Annual Report.
Page 21
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
11. Board and Committee Minutes (updated June 2011)
The Chair of the Board and or Committee shall be provided with the
draft minutes of each meeting of the Board or Committee within
eight calendar days of its occurrence and the members shall be
provided with the draft minutes of each meeting of the Board or
Committee within fourteen calendar days of its occurrence. A
resolution shall be passed at the next Board or Committee meeting
approving the minutes of the previous Board or Committee meeting
as presented or as amended.
The minutes of the meeting approved by resolution and, where
applicable, certified, will serve as the official record of the Board or
Committee meeting, as the case may be.
12. Board Deliberations and Confidentiality
The Board of Directors recognizes that certain materials for or
deliberations by the Board must remain in confidence with the
Board. Directors will respect the provision that the official record of
the Board's deliberations is provided through the approved minutes
of the Board meeting. The views or opinions of individual Directors
or Managers shall be treated with an appropriate level of respect
and confidence.
13. Board Solidarity
The BCSA’s Board governs collectively, not individually. Except as
authorized by the Board, individual directors and officers:
(a) Shall not exercise or purport to exercise authority except at a
meeting of the Board or a Board committee or as specifically
delegated by the Board.
(b) Shall direct any employee or contractor request for direction or
information to the President & Chief Executive Officer.
(c) Shall not express to any person, outside the Board, any
personal dissent from the BCSA’s policies, practices and
decisions.
(d) The BCSA shall designate one or more spokespersons to
communicate on its behalf with the media and the public as
may be required from time to time. No Director or Officer,
other than a person so designated shall communicate or
Page 22
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
respond to communication with the media or the public
regarding the BCSA’s policies, practices and decisions.
14. Extraordinary Meetings of the Board
Extraordinary meetings of the Board may be held at any time at the
call of the Chair or, in the Chair’s absence, by the Vice Chair (if one
is appointed), or the Chair, Governance & Human Resources or at
the call of any three Directors. The Chair shall be bound to call
such a meeting of the Board on the request of three Directors and,
if the Chair fails to do so within twenty-four hours from receipt of
such request, any three Directors may convene an extraordinary
meeting of the Board.
Notice of an extraordinary meeting of the Board shall be given to
Directors not less than two full days before the date of the meeting,
and shall be delivered by mail, facsimile, electronic mail or by other
methods of transmitting visually recorded messages or
communicated orally by telephone. If all of the Directors known to
be in the Province of British Columbia at the time such special
meeting is held are present at such meeting, notice thereof may be
waived by them.
15. Information Material for Board Meetings
Material distributed to the Directors in advance of Board meetings
should be concise, yet complete, and prepared in a way that
focuses attention on critical issues to be considered and the
decisions required from the Board. Materials assembled in support
of Board meetings will be coordinated by the Corporate Secretary
who will distribute them with the Board meeting agenda. All
materials submitted for consideration by the Board or by a
Committee become part of the record of the Board, and shall be
deposited with the Corporate Secretary for maintenance,
safekeeping, and access.
Reports may be presented during Board meetings by Directors,
CEO, the Corporate Secretary, or by invited staff or advisors.
Presentations on specific subjects at Board meetings should briefly
summarize the material sent to Directors, identifying the principal
decision items and impacts arising from the issue or matter so as to
maximize the time available for discussion on questions regarding
the material.
Page 23
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
It is recognized that under some circumstances, due to the
confidential nature of matters to be discussed at a meeting, it would
not be prudent or appropriate to distribute written material in
advance. Certain materials, due to their sensitivity, may be
considered strictly confidential and are not for discussion outside of
the Board meeting.
16. New Director Orientation
New Directors will be provided with an orientation and education
program which will include written information about the duties and
obligations of Directors and documents from recent Board
meetings. The orientation program for each new Director will be
tailored to that Director’s needs and areas of interest.
17. Assessing the Board’s Performance
The Governance and Human Resources Committee is responsible
for annually assessing the overall performance of the Board and its
Committees. The objective of this review is to contribute to a
process of continuous improvement in the Board’s execution of its
responsibilities. As part of the process the Board will solicit and
consider input from the CEO and, through the CEO, senior
management.
18. Board Compensation
See Tab 13 Director Fees and Expenses.
19. Terms of Service
The term of service for a Director is established by section 8 of the
Safety Authority Act.
19A. Appointment of Chair
The process for the appointment of the Chair is set out in
Appendix “B”. Board members who have previously held the
position of Chair are not eligible for reappointment.
The Directors review the Code of Ethical Conduct for BCSA
Directors and Officers annually, and acknowledge their support and
understanding of the Policy by signing a Disclosure Statement.
Page 24
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
20. Outside Advisors for Individual Directors
Occasionally, a Director may need the services of an advisor to
assist with matters involving responsibilities as a Director. A
Director who wishes to engage an outside advisor at the expense
of BCSA must first obtain the authorization of the Board Chair.
21. Administrative Support for Directors
The Corporate Secretary will provide all required administrative
services for Directors in their capacity as Directors of BCSA.
22. Board of Directors Guidelines and Review
The Governance and Human Resources Committee annually
reviews these Guidelines and makes recommendations to the
Board when necessary.
23. Board Recruitment
1. Nominating Process for Vacancies
The Governance & Human Resources Committee acting in its
capacity as the Nominating Committee is responsible for
administering the process to fill vacancies on the Board of
Directors. To begin the Committee recommends to the Board for
approval the criteria for selection of candidates, including skills
and experience necessary to enhance the performance of the
Board. (See Appendix “C”)
At least one month prior to the deadline for applications Board
vacancies are advertised in regional newspapers. BCSA
Stakeholders, Trade organizations or business groups may also
be contacted to attract applicants from diverse backgrounds.
The recruitment process, including the application form, is
posted on the BCSA website. The Corporate Secretary or a
designated representative receives applications and responds
to enquiries from interested applicants.
The Nominating Committee reviews applications and may
interview any or all applicants. Based on the relevant criteria,
the Committee submits to the Board a list of at least one more
Page 25
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
nominee than the number required to fill the vacancies on the
Board.
The Board reviews the nominees and makes its selection from
the list submitted by the Committee based upon the principle of
merit.
2. Nominating Process for Renewal Terms
Where the term of an incumbent director is about to expire and
the incumbent is eligible for re-appointment and wishes to
remain on the Board for a further term, it is considered that no
vacancy on the Board exists. Therefore, the Board may re-
appoint the incumbent using the process for renewal terms
outlined below, provided that the incumbent has performed
satisfactorily.
The Governance & Human Resources Committee acting as the
Nominating Committee co-ordinates the evaluation process for
the director(s) to be re-appointed and makes the appropriate
recommendation to the Board. The Chair of the Board, in
consultation with the Chair of the Governance & Human
Resources Committee, completes an evaluation form as set out
in Appendix ”D” with respect to each director to be appointed.
The Chair of the Board may also consult others, including the
President and CEO, as deemed advisable.
The evaluation of each Board member is reviewed by the
members of the Committee at an in-camera meeting.
24. The Board reviews the recommendation and confirms or rejects the
re-appointment based upon the principle of merit. Ongoing
Director Education
 The Board recognizes the importance of ongoing director
education and the need for each director to take personal
responsibility for this process.
 To facilitate ongoing education, the Governance and Human
Resources Committee will:
 Periodically canvas the directors to determine their
training and education needs and interests;
Page 26
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
 Arrange for the attendance at BCSA expense at
seminars or conferences of interest and relevance to
their position as a director of the Authority with the
approval of either of the Chair of the Board or the Chair
of the Governance and Human Resources Committee;
and
 Encourage and facilitate presentations by staff and by
outside experts to the Board or Committees on matters of
particular import or emerging significance.
 No Board fees will be payable in respect of a Board member’s
attendance at an educational session.
25. Strategic Planning Process
The Strategic Advisory Committee of the Board assists the Board in
fulfilling its stewardship of the BCSA’s strategic planning process.
The annual planning process for the BCSA is as follows:
1. The Chair of the Committee and the CEO lead a discussion with
the Committee to agree upon areas of strategic interest, areas
of the current strategic plan being considered for further
discussion and potential change and the ongoing effectiveness
of established major goals and objectives.
2. The CEO, with the advice of the Chair of the Committee,
determines the location, speaker and facilitators for Board
strategic planning sessions.
3. Based on the initial discussion of the committee the CEO and
Executive Team prepare a draft strategic plan, (when required)
a planning package consisting of scans, positions on strategic
issues, other relevant information and an agenda.
4. The CEO seeks approval and endorsement from the Chair of
the Committee and the Chair of the Board on the draft strategic
plan, planning package and agenda. These documents are
subsequently provided to all other Board members.
5. A strategic planning session is held with the entire Board and
Executive. Here the Board discusses and questions the material
contained in the planning package. They provide feedback,
advice and guidance.
Page 27
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
6. Based on the feedback, advice, and guidance received during
the strategic planning session, the CEO finalizes the strategic
plan (if required) and submits it for approval to the Board.
7. After approval of the Strategic Plan by the Board, the Executive
establishes its targets and completes its detailed operational
business plans.
8. After approval of the Strategic Plan, an annual budget is
prepared for recommendation by the Finance and Audit
Committee to the Board for approval.
Page 28
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
APPENDIX “A”
Excerpt from Safety Authority Act
Persons qualified to be directors
10 (1) A person must not become a director or act as a director of the authority unless that
person is an individual who is qualified to do so.
(2) An individual is not qualified to become a director or to act as a director of the authority
if that individual is
(a) under the age of 18 years,
(b) found by a court, in Canada or elsewhere, to be incapable of managing the
individual's own affairs,
(c) an undischarged bankrupt, or
(d) convicted in or out of British Columbia of an offence in connection with the
promotion, formation or management of a corporation or an unincorporated
business, or of an offence involving fraud, unless
(i) the court orders otherwise,
(ii) 5 years have elapsed since the last to occur of
(A) the expiration of the period set for suspension of the passing of
sentence without a sentence having been passed,
(B) the imposition of a fine,
(C) the conclusion of the term of any imprisonment, and
(D) the conclusion of the term of any probation imposed, or
(iii) a pardon was granted or issued under the Criminal Records Act (Canada).
Standard of conduct of director or officer
11 (1) A director or an officer of the authority, when exercising the powers and performing the
duties and functions of a director or an officer of the authority, must do all of the
following:
(a) act honestly and in good faith;
(b) act with a view to the best interests of the authority;
(c) exercise the care, diligence and skill that a reasonably prudent individual would
exercise in comparable circumstances;
(d) act in accordance with this Act, the Safety Standards Act and the regulations
under them;
(e) subject to paragraphs (a) to (d), act in accordance with any provisions of the
Business Corporations Act that apply to the authority.
(2) The appointment of a director appointed under section 8 (1) (b) may be rescinded only
by a resolution of more than 2/3 of all the directors, stating that they consider the
director to have failed to adhere to a standard of conduct under subsection (1).
(3) This section is in addition to, and not in derogation of, any enactment or rule of law or
equity relating to the duties or liabilities of directors and officers of a corporation.
(4) No provision in a contract relieves a director from
(a) the duty to act in accordance with this Act, the Safety Standards Act and the
regulations under them or any applicable provision of the Business Corporations
Act, or
(b) liability that by virtue of any enactment or rule of law or equity would otherwise
attach to that director in respect of any negligence, default, breach of duty or
breach of trust of which the director may be guilty in relation to the authority.
Page 29
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
APPENDIX “B”
Process for Appointing Board Chair (added November 2009)
Prior to the term of an incumbent Chair expiring or otherwise ending, the
Governance & Human Resources Committee acting as the Nominating
Committee shall call for nominations from among all directors for the position of
Board Chair. Because the Board believes there is value in rotating the position of
Chair for renewal and fresh perspectives, members who have previously held the
position of Chair are not eligible for nomination or reappointment.
The Committee may conduct interviews of nominees.
The Committee shall survey Board members to determine support for each
nominee and shall report the results of the survey to the Board together with any
recommendation the Committee may have. The Board shall review the
Committee’s report and recommendation, if any. The appointment of the Chair is
made by the Board by resolution.
Any member of the Nominating Committee who is nominated for the position of
Board Chair shall not be eligible to participate in the Committee’s conduct of the
survey.
Page 30
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
APPENDIX “C”
BOARD OF DIRECTORS SKILLS AND EXPERIENCE
Category Criteria
Governance Significant experience and expertise serving on a board of directors for a
business at least similar in size to BCSA. For example, you have served in
a leadership capacity or served for more than three years on such board(s).
Human Resources
Experience or expertise in a leadership role or providing professional
advice with respect to human resources management (including
performance management systems and leadership development) and
compensation in a business equal in size to or larger than BCSA.
Financial Literacy
Examples of experience or expertise would include:
 executive officer responsibility for financial reporting and
analysis in a business (e.g. CFO, Comptroller or Treasurer);
 position held as an advisor or executive officer in the financial
industry;
 professional designation in finance or accounting industries
(e.g. Chartered Accountant or Chartered Financial Analyst); or
 experience in internal audit.
Risk Management Experience and expertise in a leadership role or providing professional advice
with respect to current risk management principles and practices, including the
establishment of risk tolerance and modern-day risk management systems.
Technology Experience in using technology strategically to advance business
objectives.
Legal Broad legal experience (private practice or in house) with a solid
understanding of corporate and/or, administrative and regulatory law.
Government
Relations
Experience within government (political or bureaucratic) at a senior level or
in an executive leadership or consulting capacity or a strong understanding
of the workings of government and public policy. Track record developing
and implementing a strategic approach to government relations at the
municipal and/or provincial level.
Strategic
Track record of providing a strategic perspective and thinking, including;
experience with effecting transformational change and the development
and implementation of a strategic plan for a large organization.
Industry
Knowledge /
Strategic
Customer
Examples of experience or expertise include:
 Experience in an executive role with knowledge of the safety and
technical issues that BCSA regulates. Ideally with demonstrated
experience in safety systems thinking i. e. the ability to see the
relationship between the various components of the technical
safety system to each other and to other systems.
 Previous experience in a leadership role relevant to BCSA target
market clients. Understand the players and have connections with
relevant players.
Senior Executive
Experience in a leadership role in an organization similar in size or larger
than BCSA. Experience with diversification and product line development.
Demonstrated entrepreneurial success and experience in: generating new
ideas, products, services, or business processes; recognizing and taking
advantage of market opportunities.
Regulatory/
Enforcement
Experience in a leadership role in a regulated industry; including policy
development and analysis.
Page 31
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
Category Criteria
Transition/ Change
Management
Experience in a leadership role with implementation of large-scale change
at an organization and experience with communications related to such
change.
Knowledge-based
/ Social Scientist
Experience in a leadership role in a knowledge-based business, including
expertise in research and managing the knowledge/data as an asset.
Understanding human behavior and experience in incenting behavior for
desired outcomes.
IT/ Data Analytics
Senior leadership in businesses heavily dependent on information
technology, including data analytics and expertise in monetizing the
data/influence behaviour based on data?
Communications/
Social Media
Experience in a leadership role in an organization similar in size or larger
than BCSA or in a consulting capacity on corporate communications,
including experience in the use of/impact of social media in today’s
business environment.
PERSONAL ATTRIBUTES
In addition to the specific skills and experience referenced above, each director is
chosen in consideration of the following personal attributes.
 accountability;
 demonstrated high ethical standards and integrity in their personal and
professional dealings, and who are willing to act on, and remain accountable
for, their boardroom decisions;
 informed judgment;
 ability to provide wise, thoughtful counsel on a broad range of governance
issues;
 mature confidence and leadership – experience-driven perspective and self-
awareness of emotional patterns and triggers;
 preference for Board and team performance over individual performance;
 respect for others;
 high performance standards;
 express thoughts and ideas clearly and with respect for the views of others
and listens actively;
 influencer – has credibility with management and other directors;
 is passionate about the success of BCSA;
 strong understanding of fiduciary responsibility to the long term sustainability
of BCSA;
 a history of achievements that reflect high standards for themselves and
others;
 ability to commit to time required to fulfill the expectations of director; and
 no real or perceived conflicts.
Page 32
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
Page 33
Board of Directors Overview Tab 6
British Columbia Safety Authority
Governance Manual May 2014
APPENDIX “D”
BRITISH COLUMBIA SAFETY AUTHORITY
BOARD MEMBER EVALUATION FORM
Member:
Year Appointed:
1. DEGREE AND VALUE OF PARTICIPATION: (Please refer to member’s
subject knowledge, use of good judgment, and ability to work with others)
2. COMMITMENT TO AUTHORITY GOALS:
3. ATTENDANCE:
4. COMMITTEE MEMBERSHIPS:
5. SPECIAL ACTIVITIES:
6. ADDITIONAL COMMENTS:
STATEMENT OF RECOMMENDATION:
I, , recommend / do not recommend
for reappointment to the board above.
Signature Date
Page 34
Chair Responsibilities Tab 7
British Columbia Safety Authority
Governance Manual November 2009
7.1 GOALS AND OBJECTIVES
The Chair is appointed by the directors. The Chair, as the presiding Director,
provides leadership in guiding the Board and coordinating its activities in the best
interests of BCSA. The Chair represents the Board at the Annual Public
Meeting.
7.2 DUTIES AND RESPONSIBILITIES
The Chair:
 Provides leadership to the Board and chairs Board meetings.
 Ensures the Board has full knowledge of BCSA business and affairs that
will permit it to be informed of, and make decisions on, major
developments, and is alert to its obligations to the Province, stakeholders,
and under the law.
 Communicates, build consensus, and develops teamwork within the
Board.
 Develops the agenda for Board meetings in consultation with the CEO and
Corporate Secretary.
 Recommends annually the necessary Committees and the appointment of
Committee Chairs and members to the Board for approval
 Is ex-officio of all Committees and attends Committee meetings as
appropriate.
 Establishes in advance, the Board Calendar, the frequency of Board
meetings, and coordinates fulfillment of the requirements set by the Board
Governance Manual.
 Annually leads the review and assessment of Board composition,
performance, and compensation, all in conjunction with the Governance &
Human Resources Committee of the Board.
 Ensures, with the assistance of the Corporate Secretary, that there is an
orientation program for new directors and an ongoing development
program for existing directors aimed at increasing the Directors’ familiarity
with BCSA.
 Meets annually with each director individually.
Page 35
Director Responsibilities Tab 8
British Columbia Safety Authority
Governance Manual May 2014
8.1 GOALS AND OBJECTIVES
As a member of the Board, each Director will:
(i) Fulfill the legal requirements and obligations of a Director, which
include a comprehensive understanding of the statutory and
fiduciary roles;
(ii) Act in the best interests of the BCSA at all times; and
(iii) Participate in the review and approval of the BCSA’s policies and
strategies, and in monitoring their implementation.
8.2 DUTIES AND RESPONSIBILITIES
Board Activity
As a member of the Board, each Director will:
(i) exercise good judgment and act with integrity;
(ii) use his or her ability, experience, and influence constructively;
(iii) be available as a resource to the Board;
(iv) respect confidentiality;
(v) advise the Chair in advance of the intention to introduce significant
and previously unknown information at a Board meeting;
(vi) respect the difference between governing and managing, and not
encroach on the areas of responsibility of the management of
BCSA;
(vii) identify potential conflict of interest areas, real or perceived, and
ensure that they are appropriately reviewed;
(viii) as necessary and appropriate, communicate with the Chair
between meetings;
(ix) demonstrate a willingness and availability for individual consultation
with the Chair; and
(x) comply with the Code of Ethical Conduct for Directors and Officers.
Preparation and Attendance
To enhance the effectiveness of Board and Committee meetings, each
Director will:
(i) prepare for each Board and Committee meeting by reading the
reports and background materials provided for the meeting; and
(ii) maintain an excellent Board and Committee meeting attendance
record.
Page 36
Director Responsibilities Tab 8
British Columbia Safety Authority
Governance Manual May 2014
Communication
Communication is fundamental to Board effectiveness and, therefore,
each Director will:
(i) participate fully and frankly in the deliberations and discussions of
the Board;
(ii) encourage free and open discussion of the affairs of BCSA by the
Board;
(iii) ask probing questions, in an appropriate manner, and at proper
times;
(iv) focus enquiries on issues related to strategy, policy,
implementation, and results of BCSA; and
(v) maintain confidentiality of information as per the Code of Ethical
Conduct for BCSA Directors and Officers.
Public communication of the board activities will normally be conducted by
the Board Chair.
Independence
Recognizing that the cohesiveness of the Board is an important element in
its effectiveness, each Director will:
(i) be a positive force with a demonstrated interest in the long-term
success of BCSA; and
(ii) not allow private or external interests to interfere with the Director's
fiduciary responsibility to act in the best interests of the BCSA.
Board Interaction
As a member of the Board, each Director should establish an effective,
independent, and respectful presence and a collegial relationship with
other Directors.
Committee Work
In order to assist Committees in being effective and productive, each
Director will:
(i) participate on at least one Committee and become knowledgeable
about the purpose and goals of the Committee; and
(ii) understand the process of Committee work, and the role of BCSA
Management and staff supporting the Committee.
Page 37
Director Responsibilities Tab 8
British Columbia Safety Authority
Governance Manual May 2014
Business, Authority and Industry Knowledge
Recognizing that decisions can only be made by well-informed Directors,
each Director will:
(i) become generally knowledgeable of the business of BCSA and its
industries;
(ii) develop an understanding of the unique role of BCSA within the
community;
(iii) maintain an understanding of the regulatory, legislative, business,
social, and political environments within which BCSA operates; and
(iv) be an effective ambassador and representative of BCSA.
Page 38
President & Chief Executive Officer Responsibilities Tab 9
British Columbia Safety Authority
Governance Manual November 2010
9.1 GOALS AND OBJECTIVES
Reporting to the Board of Directors, the President and Chief Executive Officer is
accountable for the success of the BCSA and for building a community presence.
9.2 DUTIES AND RESPONSIBILITIES
The President and Chief Executive Officer will:
 work with the Board in building the strategic vision of the BCSA;
 implement decisions of the Board in order to achieve the long-term
strategic and annual business goals of the BCSA. Develop strategic and
operational plans to ensure the goals and objectives of the BCSA are
efficiently and effectively met;
 oversee the development of policies and programs, ensuring consistency
with the acts and regulations. Provide direction and advice to the Board
on matters concerning the jurisdiction, function and operation of the
BCSA;
 interpret the legislation and regulations to ensure consistency in the
implementation and administration of program delivery throughout the
province. Develop recommended revisions to legislation, regulations,
codes and standards for the Board of Director’s review;
 direct the development of a balanced fee structure to recover costs of
services provided, and ensure the BCSA is financially self-sustaining;
 identify business opportunities, and develop strategies, capabilities and
resources to maximize revenue potential;
 ensure accountability through appropriate financial and performance
reporting to the Board. Ensure effective financial and administrative
systems are in place. Monitor implementation of strategic financial plans.
Develop and implement problem resolution strategies to achieve financial
goals;
 oversee the establishment of Memorandums of Understanding (MOUs)
with local governments and ensure objectives are met;
 provide appropriate and timely advice, background information and
briefing materials to the Board;
Page 39
President & Chief Executive Officer Responsibilities Tab 9
British Columbia Safety Authority
Governance Manual November 2010
 establish evaluation and performance measurement criteria to ensure
outcomes align with the overall mandate and goals of the BCSA. Prepare
analyses of progress in achieving objectives, identify and determine the
rationale for variances, and develop modifications to ensure targets are
met;
 ensure the effective management of the BCSA’s human resources,
administrative, information and financial systems, and technical and
physical resources;
 ensure consolidated provincial safety data is developed and maintained;
 be the primary spokesperson for the BCSA as outlined in the BCSA
Communications Policy; and
 ensure the BCSA has a Communications Policy that provides effective
representation for the BCSA.
Page 40
Corporate Secretary Responsibilities Tab 10
British Columbia Safety Authority
Governance Manual September 2012
10.1 ROLE OF THE CORPORATE SECRETARY
The Corporate Secretary reports to the Board through the Board Chair. The
primary role of the Corporate Secretary is to provide support to the Board of
Directors and its Committees.
10.2 DUTIES AND RESPONSIBILITIES
 Supporting the Board and Committee Chairs in the preparation of
Board and Committee meetings: oversees the setting of the agenda
and ensures necessary materials are prepared for meetings.
 Participating actively in Board and Board Committee meetings, as
required.
 Supporting the Chair in ensuring effective Board functioning; ensuring
the confidentiality of Board and Board Committee deliberations as
appropriate; ensuring Board procedures are followed; ensuring the
legislative, rules and regulations are complied with (including
disclosure requirements); and, coordinating correspondence, action
items and employee communications on Board or Board Committee
issues and/or directives.
 Providing information and advice to the Board and Management on
corporate policies and practices, and governance framework matters.
 Referring issues for legal review and opinions as required.
 Developing and monitoring the BCSA governance framework:
reviewing the framework and processes for effectiveness; identifying
areas requiring revision and making related recommendations; and,
implementing approved framework and process changes.
 Reviewing Board and Board Committee meeting minutes for
consistency and for issues of broader implication and ensuring that
decisions are recorded.
 Enabling and assisting in the orientation of new Directors.
 Providing advice, developing and updating directives to management
regarding corporate and statutory documentation requirements.
Page 41
Corporate Secretary Responsibilities Tab 10
British Columbia Safety Authority
Governance Manual September 2012
 Acting as a custodian/resource for corporate documents, meeting
minutes and other historical information; and, arranging for updating of
board/policy information.
10.3 ROLE OF THE ASSISTANT CORPORATE SECRETARY
The Assistant Corporate Secretary, if one is appointed, reports to the Corporate
Secretary. The primary role of the Assistant Corporate Secretary is to facilitate
the flow of information to and from the Board and its Committees.
10.4 DUTIES AND RESPONSIBILITIES
 Coordinating, preparing and disseminating board documents, agendas,
information packages and management reports for Board meetings.
 Arranging and attending Board and Board Committee meetings, and
being the recording secretary for Board and Board Committee
meetings.
 Ensuring and maintaining the confidentiality of board and committee
deliberations as appropriate.
 Providing advice to corporate staff respecting the Board’s information
requirements; and communicating format, content and timeline
requirements for Board or Board Committee submissions.
 Responding to internal and external inquiries and acting as an
information source on Board-related matters.
 Developing and maintaining the reference materials within the
Governance Manual, including chronological summary of Board
resolutions.
Page 42
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
All Board committees shall be comprised of a minimum of three (3) and a
maximum of eight (8) directors appointed by the Board. Each member of a
Committee shall continue as a member thereof until a successor is appointed,
unless the member resigns or is removed by the Board, or the member otherwise
ceases to be a Director of the BCSA. (updated April 19, 2011)
The Board, upon the recommendation of the Board Chair, shall appoint a Chair
from among the committee members. If the Chair of the committee is not
present at any meeting of the committee, the Chair of the meeting shall be
chosen by the committee from among the members present.
The Chair presiding at any meeting of the committee shall have a vote in all
matters considered by the committee. In the event of a tie, the matter shall be
referred to the Board as a whole for decision.
11.1 MEETING AND PROCEDURES
Committees meet as deemed necessary. A meeting may be called upon the
request of the Chair, any two members of the committee, the Chair of the Board
of Directors, or the President and CEO, if and when deemed necessary.
An outline of material issues addressed by the committee, and all
recommendations of Committee minutes, decisions and directives of the
committee shall be recorded in the minutes of each meeting. The draft minutes
shall be circulated to the Board prior to the next following committee and Board
meetings respectively. The committee Chair shall make a verbal report of each
meeting to the Board at the next meeting of the Board and bring forward any
recommendations.
The CEO will attend or appoint a senior executive or other staff member to be in
attendance if required.
A quorum shall be a majority of appointed committee members.
11.2 ACCESS TO CORPORATE RECORDS/PERSONNEL
In performing any of its duties and responsibilities, each committee shall have
access to any and all books and records of the BCSA required for the execution
of the committee’s responsibilities and, as necessary, shall discuss with
appropriate BCSA officers and employees such records and other relevant
matters. Directors must respect organisational structure of management. No
Director has authority to direct staff. A Board member’s request for information
should be co-coordinated through the President and CEO or the appropriate Vice
President.
Page 43
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
11.3 COMMITTEES OF THE BOARD
FINANCE AND AUDIT COMMITTEE (UPDATED SEPTEMBER 2012)
The Finance and Audit Committee assists the Board in fulfilling its oversight
responsibilities. The Committee has primary responsibility for the oversight of
financial reports, systems of internal control, budgets, the external auditor and
accounting policies on behalf of the Board to ensure the overall quality and
integrity of the financial reports and internal control systems of the BCSA.
Duties and Responsibilities
The Finance and Audit Committee’s duties and responsibilities include the
following:
a. Review and recommend approval to the Board of BCSA’s annual business
plan and budget;
b. Review quarterly interim financial statements and forecasts for internal use;
c. Review and recommend approval to the Board of the annual financial
statements prepared in accordance with Canadian standards for not-for-profit
organizations for external distribution;
d. Review management’s report of the principal financial and financial reporting
risks and control plans at least once each year;
e. Review BCSA’s insurance coverage annually;
f. Review the BCSA’s major investments and divestitures, including capital
expenditures and major acquisitions or dispositions of significant assets;
g. Review and recommend approval to the Board of investment policies and
monitor compliance with Board approved investment policies; and
h. Recommend to the Board the type and level of fees to be charged to outside
parties by BCSA.
i. Approve the external auditor’s annual audit plan, including scope and terms of
reference of the audit engagement and the process by which and the terms
under which the external auditor formally reports to BCSA. The Finance and
Audit Committee is directly responsible for: (1) identifying and recommending
the external audit firm to the Board to serve for the following year and (2) the
compensation and oversight of the work of BCSA’s external auditor.
j. Determine, at least annually, that the external auditor is independent of
BCSA. Monitor the external audit firm’s rotation of its engagement and
concurring audit partners.
Page 44
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
k. Establish and monitor compliance with the BCSA’s policies regarding BCSA’s
hiring of partners, employees and former partners and employees of the
present and former external auditor of BCSA to fill senior officer positions of
the BCSA;
l. Oversee the resolution of disagreements between management and BCSA’s
external auditor;
m. Review the BCSA’s critical accounting policies, and significant accounting,
reporting and financial presentation issues, including significant changes
proposed by management in the application of BCSA’s accounting principles;
n. Pre-approve all non-audit services to be provided to BCSA by the external
auditor. Between regularly scheduled Committee meetings, the Chair may
approve a non-audit service but the Chair will notify the Committee of such
approval no later than the next regular Committee meeting;
o. Review with the external auditor the matters that are required by generally
accepted auditing standards to be communicated to the Finance and Audit
Committee;
p. Review and recommend approval to the Board of Management’s Discussion
and Analysis and any other financial information to be included in BCSA’s
Annual Report and other public documents;
q. Review all management or other letters containing recommendations of the
BCSA’s external auditor for improvement/change and management’s
response/follow-ups in respect of any identified weaknesses;
r. Have the right, for the purpose of performing its duties, to inspect all of the
books and records of BCSA and to discuss such accounts and records and
any matters relating to the financial position or condition of BCSA with the
officers and external auditor of BCSA;
s. Oversee BCSA’s systems of internal control procedures and policies,
including internal control over financial reporting;
t. Ensure that BCSA has appropriate procedures for:
i. the receipt, retention and treatment of complaints or concerns received
by BCSA regarding accounting, internal accounting controls, or auditing
matters;
ii. confidential, anonymous submissions by employees of BCSA of
concerns regarding suspect, questionable, unethical, and unlawful
accounting or auditing policies, practices or procedures and violations
of federal or provincial legislation or regulations, including, but not
limited to, the Criminal Code, Workers Compensation Act and the
Employment Standards Act;
Page 45
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
u. Require BCSA to appoint an independent service provider (“the service
provider”) who shall have responsibility for receiving complaints or concerns
by phone or through a website. As soon as practical after receiving such
information, the service provider is to advise the Finance and Audit
Committee Chair, Chair of the Board, President and CEO and Vice President,
Human Resources fully of any complaint or concern received. The Chair of
the FAC shall promptly advise the other members of the Committee of the
complaint or concern and the Committee shall determine how best to deal
with the complaint or concern. The Committee may delegate a complaint or
concern for investigation to an officer or employee of the BCSA or to an
outside specialist such as legal counsel, the external auditor or another party.
The results of such investigations will be reported back to the Committee to
determine how best to handle the issues raised;
v. Review annually the accrued and paid fees and expenses of individual
Directors and the Board;
w. Review the Committee’s Terms of Reference and the Committee’s
effectiveness on an annual basis and make recommendations to the
Governance and Human Resources Committee and /or the Board for change
as appropriate;
x. Have the duties and responsibilities with respect to Internal Audit that are
provided in Internal Audit’s Charter:
y. Have such other duties, power and authority as the Board may delegate to
the Committee from time to time;
Procedural and Administrative Matters
1. The external auditor of BCSA shall, at the expense of BCSA, be entitled to
attend and be heard at any meeting of the Finance and Audit Committee.
2. The Committee may in its discretion meet privately with the external auditor
without members of management present.
Page 46
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
GOVERNANCE AND HUMAN RESOURCES COMMITTEE (UPDATED APRIL 2012)
The Governance and Human Resources Committee assists the Board in
oversight responsibilities relating to the BCSA’s governance and its obligations
relating to human resource and compensation policy and related matters and to
establish a plan of continuity of senior management for BCSA and when required
makes recommendations to the Board for approval.
1. The Committee is charged with the following duties and responsibilities
with respect to governance:
a. reviewing the overall governance framework of the BCSA on an annual
basis and identifying areas of concern and recommending changes
based on best practices in governance;
b. reviewing annually the terms of reference for the Board, Committees
and the Chair and making recommendations accordingly;
c. reviewing the skills and experience of Board members and identifying
the ongoing needs of the Board;
d. acting as the Nominating Committee as required by Safety Authority
Act;
e. nominating new members of the Board for board approval;
f. providing a sound basis for Board member orientation;
g. establishing a basis from which to select the Chair, Vice-Chair and
Committee Chairs;
h. establishing a basis for individual Board member development;
i. reviewing, annually, the overall performance of the Board and
Committees;
j. ensuring that the BCSA has a suitable process in place for confirming
compliance with all legislative and regulatory requirements related to
the governance of the BCSA including:
o Safety Authority Act and Regulations
o Safety Standards Act and Regulations
o Railway Act and Regulations
o Ombudsman Act
o Freedom of Information and Protection of Privacy Act
o Administrative Agreement
o Strategic Plan
k. setting the Board calendar & meeting schedule;
l. annually reviewing and updating the Code of Ethical Conduct for BCSA
Directors and Officers and associated declarations;
Page 47
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
m. reviewing every three years the Administrative Agreements with the
Province;
n. approving arrangements for the Annual Public meeting.
2. The Committee is charged with the following duties and responsibilities
with respect to human resources:
a. providing recommendations on Board member compensation and
reviewing these compensation levels periodically in relation to good
practice;
b. providing recommendations on the BCSA’s compensation and benefits
philosophy, strategy and guidelines against its business objectives, its
operations and the risks to which it is exposed;
c. providing recommendations to the Board regarding incentive
compensation plans;
d. approving the corporate measures results based upon the Incentive
Plan approved by the Board in any given year;
e. reviewing and approving corporate goals and objectives relevant to the
compensation of the President and Chief Executive Officer, evaluating
on an annual basis the President and Chief Executive Officer’s
performance and reviewing and recommending to the Board the
President and Chief Executive Officer’s compensation in light of this
evaluation;
f. approving and managing a succession plan for the Board and for the
President and Chief Executive Officer position and ensuring that the
BCSA has a suitable succession planning process in place for
executive and other leadership positions;
g. reviewing and approving changes to human resources policies and
practices to attain the strategic goals of the BCSA;
h. reviewing and providing recommendations to the board on the
collective bargaining strategy for the BCSA;
i. reviewing on an annual basis the performance and compliance of
management concerning occupational health and safety; and
j. receiving quarterly updates on the BCSA’s Occupational Health and
Safety Program; and
The Committee shall review such other matters that may be referred to it by the
Board for consideration and possible recommendation.
Page 48
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
STRATEGIC ADVISORY COMMITTEE (UPDATED APRIL 2013)
The Strategic Advisory Committee assists the Board in fulfilling BCSA’s vision of
inspiring safety excellence by reviewing management’s recommendations, and
providing advice and assistance to the Board in the areas of strategic planning,
business planning, implementation of key strategic initiatives, regulatory
responsibilities, stakeholder consultation and safety oversight.
The Committee is charged with the following functions, duties and
responsibilities:
1. Reviewing and recommending to the Board, as appropriate, management’s
recommendations in such areas as:
a. new services or businesses which may be proposed by management
and/or considered by the Board; and
b. strategies focused on major policy or program initiatives.
2. Overseeing planning and making recommendations to the Board, as
appropriate, with a view to:
a. ensuring the strategic plan aligns with BCSA’s vision and mission;
b. ensuring that near-term strategies and priorities proposed by management
are consistent with the strategic plan;
c. providing policy oversight and monitoring progress of key strategies and
initiatives, and consultation processes; and,
d. ensuring the organizational details of the annual strategic retreat are
consistent with a robust strategic planning process.
3. Overseeing that the BCSA has suitable strategies and processes in place to
a. fulfill its statutory mandate and meet its obligations under the
Administrative Agreements with the Province, and
b. support the development of any policies and legislation that will have a
material impact on stakeholders.
4. Reviewing and recommending to the Board the approval of:
a. proposed revisions to the Safety Standards Act, the Railway Safety Act
and the respective regulations for submission to the Minister; and
b. the report on the independent review of risk control processes for each
technology under the Administrative Agreement (every 3 years)
5. Approving on behalf of the Board the State of Safety Report.
Page 49
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
6. Overseeing that the BCSA has a suitable enterprise risk management (ERM)
process in place for strategic, operational and technology risks, including:
a. providing guidance to management in the design and options of ERM
across the organization;
b. considering annually on behalf of the Board the strength and suitability of
managements ERM processes;
c. reviewing annually management reports of the principal strategic and
operational risks and control plans;
d. reviewing quarterly, managements reports of the principal technical risks
and control plans;
e. meeting with risk manager owners, as needed to understand risk
management activities;
f. reporting to the Board on conclusions of risk management oversight; and
g. other responsibilities relating to risk management as the Board shall direct
or the Committee shall deem appropriate.
7. Establishing a reasonable information and reporting system to allow the
Committee to satisfy its oversight role with respect to strategy, risk and
regulatory activities, including but not limited to, requiring reports at such
frequency as the Committee deems necessary on:
a. Safety legislation
b. Technical Committee and other consultation activities
c. Regulation Change Strategy
d. Enterprise Risk
e. Technical Risk
f. Education activities
g. Business Development
h. Internal Audit Reporting
Considering issues that may be referred to it by the Board
Page 50
Committee Structure Tab 11
BC Safety Authority
Governance Manual May 2014
COMMITTEES OF THE BOARD AS OF APRIL 1, 2014
Finance and Audit Committee
Members: Hugh Gordon, Chair
Ian Banks
Hoss Budde
Steve Lornie
Dan Mott
Richard Ballantyne, Ex officio
Governance and Human Resources Committee
Members: George Abbott, Chair
Hoss Budde
Geordie Henderson
Dan Mott
Alison Narod
Jo-Ann Panneton
Richard Ballantyne, Ex officio
Strategic Advisory Committee
Members: Brenda Eaton, Chair
Ian Banks
Geordie Henderson
Steve Lornie
Alison Narod
Jo-Ann Panneton
Richard Ballantyne, Ex officio
Page 51
Board Review Process Tab 12
British Columbia Safety Authority
Governance Manual November 2010
The Board may hold a planning session each year and may include on the
agenda for the session a self-assessment in order to review its effectiveness and
how governance can be improved.
12.1 TOPICS FOR DISCUSSION
Information that may be used as a basis for discussion includes, but is not limited
to, the Board role in the achievement of corporate strategic goals and the
achievement of Board governance objectives.
The following topics may also serve as useful discussion tools:
Board Operations
 composition of the Board;
 establishing meeting agendas;
 appropriate committees;
 roles and responsibilities for the Chair, Board and Committees;
 periodic assessment by the Board of its performance; and
 succession planning.
Monitoring and Acting
 monitoring of the BCSA’s progress towards its goals and making
recommendations for change in light of changing circumstances and
specific government direction;
 assessing if the Board is provided with the necessary tools and
knowledge to discharge its duties i.e. adequate materials received in
advance of board or committee meetings, adequate staff support,
evaluation of projects etc;
 determining if there is sufficient Board exposure to the BCSA’s
management and staff;
 up-to-date and continuing advice and information on problem areas
provided, i.e. issues identified, solutions determined and action taken;
and
 Board support of the CEO through assistance and counsel.
Page 52
Board Review Process Tab 12
British Columbia Safety Authority
Governance Manual November 2010
Strategy Determination
 Provide the vision and strategic direction for the organization; and
 direct and manage the development of corporate business plans for
the BCSA.
Policies and Procedures
 Board development of policies on governance matters;
 Board approval and monitoring of all significant corporate policies;
 monitoring policies to ensure that the BCSA performs in the interests of
the Province; and
 ensure that the BCSA operates at all times within applicable laws and
regulations, and to the highest ethical and moral standards.
Reporting and Consultation
 Monitoring timely reporting of financial results, developments that have
a significant and material impact on the BCSA’s business operations
and plan;
 monitor consultation with stakeholders, and the public served by the
BCSA; and
 monitor and foster appropriate and effective consultation with
government including the Minister and Ministry responsible for Safety
Standards and other relevant government bodies.
Legal Requirements
Ensure that the legal requirements are met, and documents and records
are properly prepared, approved and maintained.
Page 53
Director Fees and Expenses Tab 13
British Columbia Safety Authority
Governance Manual May 2014
13.1 FEES (April 1, 2014)*
Item Fees
Annual Retainer – Chair $ 41,500
Annual Retainer – Committee Chairs $ 17,600
Annual Retainer – Directors $ 12,400
Board and Committee Meetings fee $ 775
*(including travel and preparation time)
13.2 FEE GUIDELINES
Board and Committee Meetings
“Board and Committee meetings” are defined as any Board meeting or
Board Committee meeting published in the Board Calendar, as approved
by the Board annually, or any Board meeting or Board Committee meeting
added to the calendar during the course of the year.
Other Meetings
The Chair will determine, at the Chair’s discretion, whether a Board or
Committee Meeting Fee will apply when a director, at the request of the
board, the Chair or the President, attends the BCSA Offices or elsewhere
for the purpose of meeting with individuals or groups beneficial to the
development of BCSA business.
13.3 FEE ADMINISTRATION
1. All claims for fees submitted by Directors, other than the Chair, will be
reviewed and approved by the Corporate Secretary and reviewed by
the Chair. Fees beyond the Chair’s Annual Retainer, submitted by the
Chair, will be reviewed and approved by the Chair of the Governance
and Human Resources Committee and the Corporate Secretary.
2. Any questions about fees and expenses will be referred to the
Governance and Human Resources Committee for resolution. The
Finance & Audit Committee will conduct an annual review of Directors’
fees and expenses.
Page 54
Director Fees and Expenses Tab 13
British Columbia Safety Authority
Governance Manual May 2014
3. Directors are not required to complete expense forms for fees for
Board or Committee Meetings or for Other Meetings where minutes
including a record of attendance are provided to the office of the
Corporate Secretary. Expense forms are required to document a
speaking engagement, education or development activity, or any Other
Meeting where minutes including a record of attendance are not
provided to the Board office.
4. Annual retainers for Directors and Committee Chairs are paid quarterly
in the month following the quarter.
5. Other than meetings of the Board and its Committees, there will be no
remuneration for any other activity unless the Board, the Chair, or the
President & CEO specifically requests the Director to perform a
particular duty on behalf of the BCSA.
6. A Director will receive the following fees:
 the fee for a teleconference of less than one hour shall be
$390(revised May 1, 2014).
 the fee for a teleconference of one hour or more shall be the full
Board and Committee meeting fee.
 a Director shall receive a Board and Committee meeting fee for
each meeting attended but in no event shall the fee exceed $1,165
per day (revised May 1, 2014), regardless of the number of
meetings.
13.4 EXPENSES
Travel
Private Vehicle Allowance
The private vehicle allowance covers the gas and maintenance costs
associated with operating a personal vehicle while traveling on BCSA
business. Directors using their vehicles in the performance of their duties
will be reimbursed at the rate currently in effect for. (See Schedule “A”)
Accommodation/Lodging
Original hotel/motel receipts must be attached to the travel claim.
Directors will make best efforts to use hotels and motels previously
approved by BCSA staff. Directors may claim $50.00 when staying in a
private home instead of a hotel.
Page 55
Director Fees and Expenses Tab 13
British Columbia Safety Authority
Governance Manual May 2014
Air Travel
For those Directors who must travel outside their area of residence to
attend Board meetings, the cost of airfare is an allowable travel expense.
The passenger copy of the air ticket and/or a copy of the receipt or invoice
must accompany the claim.
Vehicle Rental
When directors require rental vehicles, the BCSA will reimburse charges
for the base rental fee, additional collision coverage, mileage and
gasoline. Receipts must accompany claim for reimbursement. This
expense must be authorised and approved by the Corporate Secretary.
Meals
Directors may claim reimbursement for reasonable meal and incidental
expenses as supported by receipts, to a maximum rate currently in effect
per day for those directors who must travel outside their area of residence
to attend a Board meeting when the BCSA does not arrange meals.
Authorization
All claims for reimbursement should be documented on the BCSA
Expense Claim form. All receipts must be attached and submitted for
processing to the BCSA’s Executive Office.
Allowance (updated September 2009)
The Chair, at the Chair’s discretion, may approve that a director be paid a
per meeting allowance in respect of each Board and Committee meeting
attended in lieu of expenses. The allowance shall be calculated according
to the guidelines for expenses in this section 13.4. Where an allowance is
paid, no documentation shall be required and the director receiving the
allowance shall not be entitled to any other amount in respect of expenses
related to the meeting(s) for which the allowance was paid.
No credit card will be issued by the BCSA.
Page 56
Director Fees and Expenses Tab 13
British Columbia Safety Authority
Governance Manual May 2014
13.5 SPEAKING ENGAGEMENTS, EDUCATION AND DEVELOPMENT ACTIVITIES AND
SOCIAL EVENTS
 The Chair will determine, at the Chair’s discretion, whether a Board
and Committee Meetings Fee will apply when a director, at the
request of the Board or Chair, attends a speaking engagement.
 Directors will not be paid for time spent attending education and
development activities, but Directors will be reimbursed for expenses
incurred such as conference fees, meals, accommodation and travel,
provided that Directors’ participation has been pre-approved, in the
case of Directors by the Chair, and, in the case of the Chair, by the
Chair of the Governance and Human Resources Committee.
 Directors will not be paid for time spent attending social events,
including meals and receptions, but the Chair may authorize the
payment of the admission fees to certain of these events.
Page 57
Director Fees and Expenses Tab 13
British Columbia Safety Authority
Governance Manual May 2014
Schedule “A”
Current rates effective as of January 1, 2012
The current rate for mileage is $0.53 per kilometer
The current rate for meals is $55.00 per day
(Breakfast $12.00, Lunch $16.50, Dinner $26.50)
Page 58
Board Roster Tab 14
British Columbia Safety Authority
Governance Manual May 2014
Composition of BCSA‘s Board of Directors as of April 1, 2014
MEMBERS CITY
INITIAL
APPOINTMENT
REAPPOINTED
EXPIRY OF CURRENT
TERM
Abbott, George Victoria April 1/14 April 1/17
Ballantyne, Richard Vancouver April 1/08 April 1/11 April 1/19*
Banks, Ian North Vancouver April 1/14 April 1/17
Budde, Hoss Burnaby April 1/10 April 1/13 April 1/16
Eaton, Brenda Victoria April 1/14 April 1/17
Gordon, Hugh Qualicum Beach March 29/12 March 29/15
Henderson, Geordie Vancouver April 1/14 April 1/14
Lornie, Steve North Vancouver April 1/10 April 1/13 April 1/16
Mott, Daniel New Westminster April 1/09 April 1/12 April 1/15
Narod, Alison Vancouver April 1/12 April 1/15
Panneton, Jo-Ann Vancouver December 6/11 December 7/14
* The term of the office of the chair is 5 years, as per Part 3, s.8(2) of the
Safety Authority Act
Page 59
Director Indemnity and Insurance Tab 15
British Columbia Safety Authority
Governance Manual November 2009
15. INDEMNITY AND INSURANCE COVERAGE (UPDATED NOVEMBER 2009)
BCSA Directors have the benefit of a standard indemnity and insurance
coverage.
Page 60
This document is © 2014 by gburke - all rights reserved.