Board of Directors

Embedded Scribd iPaper - Requires Javascript and Flash Player
BRITISH COLUMBIA SAFETY AUTHORITY
Board Governance Manual
November 2009
This document is valid only as of the date of posting
GOVERNANCE MANUAL TABLE OF CONTENTS
GENERAL Tab 1.1 History and Quick Facts 1.1.1 Background 1.1.2 Purpose 1.1.3 Operational Model 1.1.4 Division of Responsibility 1.1.5 Impact on Fees 1.1.6 Relationship with Stakeholders 1.1.7 Relationship with Local Governments Vision, Mission and Values 1.2.1 Vision 1.2.2 Mission 1.2.3 Values Guiding Principles 2.1.1 Leadership 2.1.2 Trust 2.1.3 Governance Procedures Conflict of Interest 2.2.1 Conflict of Interest Policy Disclosure Policy Board of Director Overview 3.1.1 Introduction 3.1.2 Procedures and Organization 3.1.3 General Legal Obligations of the Board of Directors 3.1.4 Board of Directors’ Guidelines Excerpt from Safety Authority Act Appendix “A” Appendix “B” Appendix “C”
Page 1 Page 1 Page 2 Page 2 Page 3 Page 4 Page 4
Tab 1.2
Page 1 Page 1 Page 1
GOVERNANCE FRAMEWORK Tab 2.1
Page 1 Page 1 Page 1
Tab 2.2 Tab 2.3 Tab 3.1
Page 1
Page 1
OVERVIEW AND RESPONSIBILITIES
Page 1 Page 1 Page 2 Page 3 Page13 Page14 Page15 Page18
British Columbia Safety Authority
Governance Manual Table of Contents
Page 1 of 3 November 2009
GOVERNANCE MANUAL TABLE OF CONTENTS
Tab 3.2
Chair Responsibilities 3.2.1 Goals and Objectives 3.2.2 Duties and Responsibilities Director Responsibilities 3.3.1 Goals and Objectives 3.3.2 Duties and Responsibilities President & Chief Executive Officer Responsibilities 3.4.1 Goals and Objectives 3.4.2 Duties and Responsibilities Corporate Secretary Responsibilities 3.5.1 Role of the Corporate Secretary 3.5.2 Duties and Responsibilities 3.5.3 Role of the Assistant Corporate Secretary 3.5.4 Duties and Responsibilities
Page 1 Page 1
Tab 3.3
Page 1 Page 1
Tab 3.4
Page 1 Page 1
Tab 3.5
Page 1 Page 1 Page 2 Page 2
COMMITTEES Tab 4.1 Committee Structure 4.1.1 Meeting and Procedures 4.1.2 Access to Corporate Records/Personnel 4.1.3 Committees of the Board Finance and Audit Committee Governance and Human Resources Committee Strategic Advisory Committee Committee Members
Page 1 Page 2 Page 3 Page 3 Page 4 Page 6 Page 8
BOARD REVIEW Tab 5.1 Board Review Process 5.1.1 Topics for Discussion Board Operations Monitoring and Acting Strategy Determination Policies and Procedures Reporting and Consultation Legal Requirements
Page 1 Page 1 Page 1 Page 2 Page 2 Page 2 Page 2
British Columbia Safety Authority
Governance Manual Table of Contents
Page 2 of 3 November 2009
GOVERNANCE MANUAL TABLE OF CONTENTS
ADMINISTRATION & INFORMATION Tab 6.1 Directors’ Fees and Expenses 6.1.1 Fees (October 1, 2006) 6.1.2 Fee Guidelines Board and Committee Meetings Other Meetings 6.1.3 Fee Administration 6.1.4 Expenses Travel Private Vehicle Allowance Accommodation/Lodging Air Travel Vehicle Rental Meals Authorization Allowance (added September 2009) 6.1.5 Speaking Engagements, Education and Development Activities and Social Events Schedule “A” Board Roster Indemnity and Insurance Coverage
Page 1 Page 1 Page 1 Page 1 Page 1 Page 2 Page 2 Page 2 Page 2 Page 3 Page 3 Page 3 Page 3 Page 3 Page 4 Page 5 Page 1 Page 1
Tab 6.2 Tab 6.3
British Columbia Safety Authority
Governance Manual Table of Contents
Page 3 of 3 November 2009
History and Quick Facts About the British Columbia Safety Authority (BCSA)
Tab 1.1
1.1.1 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. 1.1.2 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.
British Columbia Safety Authority Governance Manual
November 2009
Page 1 of 5
History and Quick Facts About the British Columbia Safety Authority (BCSA)
Tab 1.1
1.1.3 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; • the establishment of a unit within government responsible for safety policy and liaison to: oversee the delegation of the administration of the Safety Standards 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. 1.1.4 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.
British Columbia Safety Authority Governance Manual
November 2009
Page 2 of 5
History and Quick Facts About the British Columbia Safety Authority (BCSA)
Tab 1.1
The BCSA: • • • • • • • • • • • delivers the safety services previously provided by the Safety Engineering Services Division of the Province of BC; manages its financial, operational, human resource and information systems affairs; advises the 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 Minister. 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 inspectors on staff, how to undertake compliance monitoring, quality assurance measures, etc., without reference to the Province. 1.1.5 IMPACT ON FEES Under section 86 of the Safety Standards Act the Minister 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 multiyear business planning and the creation of a contingency to address unforeseen circumstances; the BCSA sets fees that reasonably reflect the cost of delivering services.
British Columbia Safety Authority Governance Manual
November 2009
Page 3 of 5
History and Quick Facts About the British Columbia Safety Authority (BCSA)
Tab 1.1
1.1.6 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 the establishment of one or more advisory committees, with membership reflecting the sectoral interests and needs of the safety system, to provide technical expertise, advice and recommendations to the Board. 1.1.7 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 inspecting organizations under the authority of the Safety Standards Act are tied together in a common purpose. The existing administrative agreement between the BCSA and the Province is being revised with the inclusion of a set of operating protocols. It is expected that a revised administrative agreement between the Province and each of the ten local governments will follow.
British Columbia Safety Authority Governance Manual
November 2009
Page 4 of 5
History and Quick Facts About the British Columbia Safety Authority (BCSA)
Tab 1.1
Presently, there are two processes from which technical and administrative issues are discussed among the BCSA and the ten local governments: • • the Safety Administrators’ Forum comprised of administrators from the BCSA and the ten local governments, and two Uniformity Committees: Electrical and Gas comprising of the respective BCSA Safety Managers and the Chief Safety Inspectors from the respective local governments.
As well, there is the BCSA Electrical and Gas Technology Committees which include a representative from the local governments on each Committee. The recent rearticulation of the Safety Administrators Forum initiated and facilitated by the Province (Building and Safety Policy Branch, Ministry of Housing and Social Development) will provide the venue to establish a memorandum of understanding between the BCSA and the ten local governments. The Memorandum of Understanding will contain the necessary protocols to ensure shared safety-related information, analysis of safety risks and trends as well as consultation/collaboration on the making of legislative and regulatory recommendations is practiced.
British Columbia Safety Authority Governance Manual
November 2009
Page 5 of 5
Vision, Mission and Values
Tab 1.2
1.2.1
VISION
We inspire safety excellence in British Columbia.
1.2.2
MISSION
We collaborate with British Columbians to enhance the safety of technical systems, products, equipment and work.
1.2.3
VALUES We are impartial and use a disciplined approach. We are passionate about protecting the public from safety risks. We earn the respect and credibility of each other, our customers and the public.
Integrity Pride Trust -
British Columbia Safety Authority Governance Manual
Page 1 of 1 November 2009
Governance Framework
Tab 2.1
2.1
GUIDING PRINCIPLES
2.1.1 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 an independent body acting in a fiduciary capacity. The primary duty of the Board is to carry out the mandate of the BCSA. 2.1.2 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.
2.1.3 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.
British Columbia Safety Authority Governance Manual
Page 1 of 2 November 2009
Governance Framework
Tab 2.1
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 4.1. 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, Edited by Henry Robert, William Evans, James Cleary
British Columbia Safety Authority Governance Manual
Page 2 of 2 November 2009
Conflict of Interest
Tab 2.2
2.2.1 CONFLICT OF INTEREST POLICY The British Columbia Safety Authority 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 Authority 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 Authority’s mandate requires that its policies and practices be driven by safety. The Authority’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) (b) (c) (d) (e) Act honestly and in good faith. Act with a view to the best interests of the Authority. Exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances. Act in accordance with the Safety Authority Act, the Safety Standards Act and the regulations under them. Act in accordance with any provisions of the Business Corporations Act that apply to the Authority.1
Additional standards. In addition to compliance with applicable statutory standards, the Authority requires directors and officers to observe a high ethical standard of business conduct in all aspects of its business. Conflicts of interest (a) 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).
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.
British Columbia Safety Authority Governance Manual
Page 1 of 5 November 2009
Conflict of Interest
(b)
Tab 2.2
(c)
(d)
What is a conflict? If a Director or Officer (or a family member or close associate) has a personal interest that might conflict with his or her duty of loyalty to the Authority, he or she has a conflict of interest. If the Director or Officer owes loyalty to an organization that may be affected by the Authority, they may have a conflict of responsibility. The conflict may disqualify them from being a Director or Officer of the Authority. He or she may be able to serve as a Director or Officer provided they recognize and manage the conflict. If in any meeting or other deliberation regarding the business of the Authority a topic comes up which involves a conflict of interest or responsibility, the Director must “disclose, absent and abstain”. This means the Director must disclose the conflict, 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 Authority cannot afford grounds for perception that any of its decisions are affected by conflict of interest or conflict of responsibility. 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
British Columbia Safety Authority Governance Manual
Page 2 of 5 November 2009
Conflict of Interest
Tab 2.2
(e)
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 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”. 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:
British Columbia Safety Authority Governance Manual
Page 3 of 5 November 2009
Conflict of Interest
i. ii.
Tab 2.2
7.
Disputing or protesting a decision of an employee, 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. Formal appeals of business decisions will follow the process established under the “Safety Standards Act”.
Accounting. The accounting records of the Authority shall fairly reflect all assets, liabilities and transactions in respect of its operations. Resources of the Authority 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. Board Solidarity. The Authority’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. Shall direct any employee or contractor request for direction or information to the President & CEO. Shall not express to any person outside the Board any personal dissent from the Authority’s policies, practices and decisions. The Authority 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 Authority’s policies, practices and decisions.
(b) (c) (d)
Confidentiality. Each Director and Officer shall at all times maintain the confidentiality of all information and records that are the property of the Authority and shall not make any use of such information unless and until it has been disclosed to the public. This obligation shall continue even after termination of office. Gifts, hospitality. Directors and officers shall not offer, provide or accept any gift or any excessive entertainment or benefit that is directly or indirectly related to the Authority’s business.
British Columbia Safety Authority Governance Manual
Page 4 of 5 November 2009
Conflict of Interest
Tab 2.2
Not political. The Authority’s funds and resources shall not be used to support any political cause, party or candidate. Annual review. This Code will be reviewed annually with each Director and Officer to ensure understanding, compliance and commitment to its principles and requirements.
British Columbia Safety Authority Governance Manual
Page 5 of 5 November 2009
Disclosure Policy
Tab 2.3
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. The disclosure required under subsection (1) (a) must be made to the directors promptly i. ii. after that individual becomes a director, the chief executive officer or a senior officer, or 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
(2)
(b)
must be evidenced in a consent resolution, the minutes of a meeting or any other record deposited in the BCSA's records.
British Columbia Safety Authority Governance Manual
Page 1 of 1 November 2009
Board of Directors Overview
3.1.1 INTRODUCTION
Tab 3.1
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. Nongovernment 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 of the Authority 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. 3.1.2 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.
British Columbia Safety Authority Governance Manual
Page 1 of 18 November 2009
Board of Directors Overview
2.
Tab 3.1
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. BCSA Board of Directors is responsible for managing its own affairs including the responsibility to: (a) (b) (c) appoint directors pursuant to Section 8 of the Safety Authority Act; on the recommendation of the Chair appoint, determine the composition of, and set the mandate for Board Committees; implement an appropriate process for assessing the effectiveness of Board governance, Committees, and the contribution of Directors; assess the adequacy and form of Director compensation; assume responsibility for governance practices; appoint and hold the President & Chief Executive Officer accountable; and appoint the Corporate Secretary.
3.
(d) (e) (f) (g)
3.1.3 GENERAL LEGAL OBLIGATIONS OF THE BOARD OF DIRECTORS Basic legal duties imposed on the BCSA Board of Directors are at common law. 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 Conduct and Guidelines. Directors have specific statutory duties and obligations under employment, environmental, and financial reporting law as well as under the withholding provisions of taxation law.
British Columbia Safety Authority Governance Manual
Page 2 of 18 November 2009
Board of Directors Overview
3.1.4 BOARD OF DIRECTORS' GUIDELINES
Tab 3.1
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 Authority. If approached to do so, they should consult with the President and Chief Executive Officer, or the Chair.
British Columbia Safety Authority Governance Manual
Page 3 of 18 November 2009
Board of Directors Overview
6. The Chair of the Board
Tab 3.1
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 4.1. 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 six 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.
British Columbia Safety Authority Governance Manual
Page 4 of 18 November 2009
Board of Directors Overview
Tab 3.1
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. Most meetings are held in the Greater Vancouver area. One meeting per year is held outside of 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.
British Columbia Safety Authority Governance Manual
Page 5 of 18 November 2009
Board of Directors Overview
11. Board Minutes
Tab 3.1
The Chair shall be provided with the draft minutes of each meeting of the Board within eight calendar days of its occurrence and the members shall be provided with the draft minutes of each meeting of the Board within fourteen calendar days of its occurrence. A resolution shall be passed at the next Board meeting approving the minutes of the previous Board meeting as presented or as amended. The approved minutes serve as the official record of the Board meeting. 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. Shall direct any employee or contractor request for direction or information to the President & Chief Executive Officer. Shall not express to any person, outside the Board, any personal dissent from the BCSA’s policies, practices and decisions. 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.
(b) (c)
(d)
British Columbia Safety Authority Governance Manual
Page 6 of 18 November 2009
Board of Directors Overview
14. Extraordinary Meetings of the Board
Tab 3.1
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 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.
British Columbia Safety Authority Governance Manual
Page 7 of 18 November 2009
Board of Directors Overview
Tab 3.1
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 6.1 Administration & Information. 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 “A”. Board members who have previously held the position of Chair are not eligible for reappointment.
British Columbia Safety Authority Governance Manual
Page 8 of 18 November 2009
Board of Directors Overview
20. Code of Conduct
Tab 3.1
The Directors review the Code of Conduct annually, and acknowledge their support and understanding of the Policy by signing the Annual Disclosure Statement. 21. 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. 22. Administrative Support for Directors The Corporate Secretary will provide all required administrative services for Directors in their capacity as Directors of BCSA. 23. Board of Directors Guidelines and Review The Governance and Human Resources Committee annually reviews these Guidelines and makes recommendations to the Board when necessary. 24. 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 “B”) At least one month prior to the deadline for applications Board vacancies are advertised in regional newspapers and a notice is sent to 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 receives applications and responds to enquiries from interested applicants.
British Columbia Safety Authority Governance Manual Page 9 of 18 November 2009
Board of Directors Overview
Tab 3.1
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 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 reappoint 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 “C” 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. The Board reviews the recommendation and confirms or rejects the re-appointment based upon the principle of merit.
British Columbia Safety Authority Governance Manual
Page 10 of 18 November 2009
Board of Directors Overview
25. Ongoing Director Education •
Tab 3.1
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; 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.
• • •


26.
Strategic Planning Process The Strategic Issues 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, a planning package consisting of scans, positions on strategic issues, other relevant information and an agenda.
British Columbia Safety Authority Governance Manual
Page 11 of 18 November 2009
Board of Directors Overview
Tab 3.1
4. The CEO seeks approval and endorsement from the Chair of the Committee and the Chair of the Board on the revised 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 draft strategic plan and planning package. They provide feedback, advice and guidance. 6. Based on the feedback, advice, and guidance received during the strategic planning session, the CEO finalizes the strategic plan 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.
British Columbia Safety Authority Governance Manual
Page 12 of 18 November 2009
Board of Directors Overview
Tab 3.1
Excerpt from Safety Authority Act
Persons qualified to be directors 10 (1) (2) 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. 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.
British Columbia Safety Authority Governance Manual
Page 13 of 18 November 2009
Board of Directors Overview
Tab 3.1
APPENDIX “A” 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.
British Columbia Safety Authority Governance Manual
Page 14 of 18 November 2009
Board of Directors Overview
Tab 3.1
APPENDIX “B” Appointments to the Board of Directors of the B.C. Safety Authority will be guided by the following selection criteria. Basic Qualifications: B.C. Safety Authority Board members must meet the basic requirements established in the Safety Authority Act. Further, a Board member must be an individual who: 1. 2. 3. 4. is not an employee or an officer of the B.C. Safety Authority; does not hold elected public office of any type; is not an employee, steward, officer, director, elected official or member of any union representing employees of the B.C. Safety Authority; and is not an employee of an association, society, group or other organization with collective interests affected by the safety system.
As well, all appointments to the B.C. Safety Authority Board must comply with the provisions related to Director qualifications and conflicts addressed in Sections 10 and 11 of the Safety Authority Act and the Code of Conduct for Directors and Senior Officers. Personal Attributes: All persons appointed to the B.C. Safety Authority Board should possess the following personal attributes: 1. 2. 3. 4. 5. 6. high ethical standards and integrity in professional and personal dealings; ability and willingness to raise potentially controversial issues in a manner that encourages dialogue; flexibility, responsiveness and willingness to consider change; ability and willingness to listen to others; capability to accept a wide perspective on issues; and ability to work as a team member.
British Columbia Safety Authority Governance Manual
Page 15 of 18 November 2009
Board of Directors Overview
Tab 3.1
Core Competencies: All Directors should possess the following core competencies: 1. 2. 3. 4. 5. 6. well-developed faculty for critical analysis; financial literacy, including an ability to read and understand financial statements and ability to measure financial performance; appreciation of the unique role of the B.C. Safety Authority; thorough knowledge of the responsibilities and duties of a director; ability to distinguish corporate governance from management; and willingness to exercise fiduciary responsibility.
Key Skills and Experience: The Board of Directors of the B.C. Safety Authority, as a whole, should possess the following skills and experience, while individual directors must possess more than one: • • • Business - business owner or member of senior management team responsible for the day to day operations of a business. Board Experience - membership on a governing board. Accounting and Finance - a professional accounting or financial designation or has had primary accountability for financial, accounting and control systems in an institutional setting.; Legal - is/was a lawyer. Safety - has or had primary accountability for the development of systems to prevent accidents, injuries, and other adverse occurrences in an institutional setting. Customer Service - has or had primary accountability for service delivery and the achievement of customer satisfaction ratings in an institutional setting. Relevant Technical Experience - works or worked in an industry regulated by BCSA.
• •


British Columbia Safety Authority Governance Manual
Page 16 of 18 November 2009
Board of Directors Overview
Tab 3.1

Human Resources (including LR, OHS & Compensation) - has or had primary accountability in an institutional setting for any of: human resources, labour or OHS. Understanding of BCSA Regulatory Environment - works or worked for a regulator or regulatory agency. Inter-Governmental Relations (including community and aboriginal) has political or public administration experience or has experience working in the area of relations between different levels of government, particularly municipal, provincial and aboriginal.
• •
Representation: The diverse nature of the Province should be considered in the composition of the Board.
British Columbia Safety Authority Governance Manual
Page 17 of 18 November 2009
Board of Directors Overview
Tab 3.1
APPENDIX “C” 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
British Columbia Safety Authority Governance Manual
Page 18 of 18 November 2009
Chair Responsibilities
Tab 3.2
3.2.1
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. 3.2.2 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 1 of 1 November 2009
• • • • •



British Columbia Safety Authority Governance Manual
Director Responsibilities
Tab 3.3
3.3.1 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; Act in the best interests of the BCSA at all times; and Participate in the review and approval of the Authority’s policies and strategies, and in monitoring their implementation.
(ii) (iii)
3.3.2 DUTIES AND RESPONSIBILITIES Board Activity As a member of the Board, each Director will: (i) (ii) (iii) (iv) (v) (vi) exercise good judgment and act with integrity; use his or her ability, experience, and influence constructively; be available as a resource to the Board; respect confidentiality; advise the Chair in advance of the intention to introduce significant and previously unknown information at a Board meeting; respect the difference between governing and managing, and not encroach on the areas of responsibility of the management of BCSA; identify potential conflict of interest areas, real or perceived, and ensure that they are appropriately reviewed; as necessary and appropriate, communicate with the Chair between meetings; demonstrate a willingness and availability for individual consultation with the Chair; and comply with conflict of interest guidelines.
(vii) (viii) (ix) (x)
Preparation and Attendance To enhance the effectiveness of Board and Committee meetings, each Director will: (i) (ii) prepare for each Board and Committee meeting by reading the reports and background materials provided for the meeting; and maintain an excellent Board and Committee meeting attendance record.
British Columbia Safety Authority Governance Manual
Page 1 of 3 November 2009
Director Responsibilities
Tab 3.3
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 Conduct. 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 Authority. 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) (ii) participate on at least one Committee and become knowledgeable about the purpose and goals of the Committee; and understand the process of Committee work, and the role of BCSA Management and staff supporting the Committee.
British Columbia Safety Authority Governance Manual
Page 2 of 3 November 2009
Director Responsibilities
Tab 3.3
BUSINESS, AUTHORITY, AND INDUSTRY KNOWLEDGE Recognizing that decisions can only be made by well-informed Directors, each Director will: (i) (ii) (iii) (iv) become generally knowledgeable of the business of BCSA and its industries; develop an understanding of the unique role of BCSA within the community; maintain an understanding of the regulatory, legislative, business, social, and political environments within which BCSA operates; and be an effective ambassador and representative of BCSA.
British Columbia Safety Authority Governance Manual
Page 3 of 3 November 2009
President & Chief Executive Officer Responsibilities
Tab 3.4
3.4.1 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. 3.4.2 DUTIES AND RESPONSIBILITIES The President and Chief Executive Officer will: work with the Board in building the strategic vision of the Authority; implement decisions of the Board in order to achieve the long-term strategic and annual business goals of the Authority. Develop strategic and operational plans to ensure the goals and objectives of the Authority 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 Authority; 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 Authority 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;
British Columbia Safety Authority Governance Manual
Page 1 of 2 November 2009
President & Chief Executive Officer Responsibilities
Tab 3.4
establish evaluation and performance measurement criteria to ensure outcomes align with the overall mandate and goals of the Authority. 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 Authority’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 Authority.
British Columbia Safety Authority Governance Manual
Page 2 of 2 November 2009
Corporate Secretary Responsibilities
Tab 3.5
3.5.1 ROLE OF THE CORPORATE SECRETARY The Corporate Secretary reports to the Board. The primary role of the Corporate Secretary is to provide support to the Board of Directors and its Committees. 3.5.2 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. Supports the Chair in ensuring effective Board functioning; ensures the confidentiality of Board and Board Committee deliberations as appropriate; ensures Board procedures are followed; ensures the legislative, rules and regulations are complied with (including disclosure requirements); and, coordinates 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: reviews the framework and processes for effectiveness; identifies areas requiring revision and makes related recommendations; and, implements 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. Acting as a custodian/resource for corporate documents, meeting minutes and other historical information; and, arranging for updating of board/policy information.
Page 1 of 2 November 2009
• •
• • •

• • •
British Columbia Safety Authority Governance Manual
Corporate Secretary Responsibilities
Tab 3.5
3.5.3 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. 3.5.4 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.
• •
• •
British Columbia Safety Authority Governance Manual
Page 2 of 2 November 2009
Committee Structure
Tab 4.1
All Board committees shall be comprised of a minimum of three (3) and a maximum of six (6) 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. The Board Chair and CEO shall be ex-officio members of each committee. 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.
4.1.1 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.
BC Safety Authority Governance Manual
Page 1 of 8 November 2009
Committee Structure
Tab 4.1
4.1.2 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. 4.1.3 COMMITTEES OF THE BOARD FINANCE AND AUDIT COMMITTEE (UPDATED NOVEMBER 2009) The Finance and Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the BCSA’s financial reporting, accounting systems, risk management, management plans, budgets and internal controls, and audit process and, when required, makes recommendations to the Board for approval. 1. The committee is charged with the following advisory functions, duties and responsibilities with respect to Finance: a. Reviewing and recommending, for approval of the Board, the BCSA’s annual business plan and budget; b. Reviewing interim financial statements and forecasts recommending their approval or non-approval to the Board; and
c. Reviewing annually managements report of the principal financial and financial reporting risks and controls plans; d. Reviewing annually BCSA’s insurance coverage; e. Reviewing major investments or divestitures by the BCSA, including capital expenditures and major acquisitions or dispositions of significant assets; and f. Recommending to the Board the type and level of fees to be introduced to fee structure. 2. The committee is charged with the following advisory functions, duties and responsibilities with respect to Audit: a. Recommending an external auditor for appointment by the Board; b. reviewing the annual audit plan with the external auditor and management;
BC Safety Authority Governance Manual Page 2 of 8 November 2009
Committee Structure
Tab 4.1
c. assessment of auditor independence; d. reviewing the annual audited financial statements with management and the external auditor, and recommending their approval or nonapproval to the Board; e. reviewing, prior to issue, the management discussion and analysis section of the Annual Report, and any other disclosure documents containing financial statements of the BCSA (this may be delegated to the Chair of the Committee); f. reviewing annually the results of the external auditor’s review of the BCSA’s financial records, including the management letter and the opinion on the financial statements, reviewing management’s response and subsequent follow-up to any significant identified weaknesses, and reporting to the Board any unresolved matters; g. reviewing with the external auditor and management appropriateness of accounting policies or changes thereto; the
h. through discussions with management and the external auditor, obtaining reasonable assurance that the BCSA’s accounting systems are reliable and internal controls are adequate; for this purpose, requesting the external auditor to examine particular systems areas; i. reviewing the quality of service, performance and fees of the external auditor; j. reviewing annually the expenses of the Board and individual Directors; k. reviewing, as required, BCSA reports concerning any material outstanding litigation; and l. annually reviewing internal operational audit’s annual audit, progress reports, and summary report. These plans and reports may include corporate OH & S requirements. The external auditor shall attend meetings at the call of the committee and at the expense of the BCSA to review audit plans and scope, and the audit findings and audited financial statements of the BCSA. The committee shall review such other matters that may be referred to it by the Board for consideration and recommendation.
BC Safety Authority Governance Manual
Page 3 of 8 November 2009
Committee Structure
Tab 4.1
GOVERNANCE AND HUMAN RESOURCES COMMITTEE (UPDATED NOVEMBER 2009) 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. acts as the Nominating Committee as required by Safety Authority Act; e. nominates 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. j. reviewing, annually, the overall performance of the Board and Committees; ensuring compliance with all legislative and regulatory requirements related to the governance of the BCSA including: o o o o o o o l. Safety Authority Act and Regulations Safety Standards Act and Regulations Railway Act and Regulations Ombudsman Act Freedom of Information and Protection of Privacy Act Administrative Agreement Strategic Plan
k. setting the Board calendar & meeting schedule; reviewing annually the Conflict of Interest Guidelines; m. reviewing & updating Code of Conduct declarations;
BC Safety Authority Governance Manual
Page 4 of 8 November 2009
Committee Structure
Tab 4.1
n. reviewing every three years the Administrative Agreements with the Province; o. receiving quarterly updates on the BCSA’s Occupational Health and Safety Program; and p. approve 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 compensation plans; to the Board regarding incentive
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. management of a succession plan for the Board, for the President and Chief Executive Officer and BCSA’s executive members; 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; and i. reviewing on an annual basis the performance and compliance of management concerning occupational health and safety. The Committee shall review such other matters that may be referred to it by the Board for consideration and possible recommendation.
BC Safety Authority Governance Manual
Page 5 of 8 November 2009
Committee Structure
Tab 4.1
STRATEGIC ADVISORY COMMITTEE (UPDATED NOVEMBER 2009) 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 review and change, and safety oversight. The Committee responsibilities: 1. is charged with the following functions, duties and
Reviewing and recommending to the Board, management’s recommendations in such areas as:
as
appropriate,
a. proposed revisions to the Safety Standards Act, the Railway Safety Act and the respective regulations for submission to the Minister; b. new services or businesses which may be proposed by management and/or considered by the Board; and c. 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.
Reviewing and recommending to the Board the approval of the State of Safety Report. 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;
4.
BC Safety Authority Governance Manual
Page 6 of 8 November 2009
Committee Structure
Tab 4.1
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. 5. Considering issues that may be referred to it by the Board.
BC Safety Authority Governance Manual
Page 7 of 8 November 2009
Committee Structure
Tab 4.1
COMMITTEES OF THE BOARD AS OF APRIL 1, 2009 Finance and Audit Committee Members: George Morfitt, Chair Janet Pau Lorna Pawluk Lorne Seitz Donald Young John Watson Peter Cook, Ex officio Harry Diemer, Ex officio
Governance and Human Resources Committee Members: Dan Miller - Chair Richard Ballantyne Dan Mott Lorna Pawluk Lorne Seitz Peter Cook, Ex officio Harry Diemer, Ex officio
Strategic Advisory Committee Members: Tom Fletcher – Chair Richard Ballantyne Brian Fehr Janet Pau Martha Warren John Watson Peter Cook, Ex officio Harry Diemer, Ex officio
BC Safety Authority Governance Manual
Page 8 of 8 November 2009
Board Review Process
Tab 5.1
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. 5.1.1 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 Authority’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 Authority’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.
• • •
British Columbia Safety Authority Governance Manual
Page 1 of 2 November 2009
Board Review Process
Tab 5.1
Strategy Determination Provide the vision and strategic direction for the organization; and direct and manage the development of corporate business plans for the Authority. 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 Authority performs in the interests of the Province; and ensure that the Authority 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 Authority’s business operations and plan; monitor consultation with stakeholders, and the public served by the Authority; 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.
British Columbia Safety Authority Governance Manual
Page 2 of 2 November 2009
Director Fees and Expenses
Tab 6.1
6.1.1 FEES (OCTOBER 1, 2006) Item
Annual Retainer – Chair Annual Retainer – Committee Chairs Annual Retainer – Directors Board and Committee Meetings fee* *(including travel and preparation time)
Fees
$ 32,500.00 $ 13,000.00 $ 8,000.00 $ 600.00
6.1.2 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.
6.1.3 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 Governance and Human Resources Committee will conduct an annual review of Directors’ fees and expenses in conjunction with its review of Directors’ compensation as set out in the Terms of Reference for the Governance and Human Resources Committee.
British Columbia Safety Authority Governance Manual
Page 1 of 5 November 2009
Director Fees and Expenses
Tab 6.1
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 $300 (revised Sept. 11/2008). • 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 a meeting fee for each meeting attended but in no event shall the fee exceed $1,000 per day, regardless of the number of meetings. 6.1.4 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 mileage effective September 2009. 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 $30.00 when staying in a private home instead of a hotel.
British Columbia Safety Authority Governance Manual
Page 2 of 5 November 2009
Director Fees and Expenses
Tab 6.1
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 7.1.4. 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.
British Columbia Safety Authority Governance Manual
Page 3 of 5 November 2009
Director Fees and Expenses
Tab 6.1
6.1.5
SPEAKING ENGAGEMENTS, EDUCATION SOCIAL EVENTS •
AND
DEVELOPMENT ACTIVITIES
AND
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.


British Columbia Safety Authority Governance Manual
Page 4 of 5 November 2009
Director Fees and Expenses
Tab 6.1
Schedule “A”
Current rates effective as of December 20, 2009 The current rate for mileage is The current rate for meals is $0.50 $50.00
British Columbia Safety Authority Governance Manual
Page 5 of 5 November 2009
Board Roster
Tab 6.2
Composition of BCSA‘s Board of Directors as of April 1, 2009
MEMBERS Ballantyne, Richard Cook, Peter Fehr, Brian Fletcher, Tom Miller, Dan Morfitt, George Mott, Daniel Pau, Janet Pawluk, Lorna Seitz, Lorne Warren, Martha Watson, John Young, Donald
CITY Vancouver Vancouver Vanderhoof Delta Victoria Victoria New Westminster Vancouver Vancouver Courtenay West Vancouver Richmond West Vancouver
INITIAL APPOINTMENT
APPOINTED/ REAPPOINTED
EXPIRY OF
TERM
April 1/08 April 1/04 April 1/09 April 1/04 April 1/08 April 1/04 April 1/09 April 1/08 April 1/06 April 1/04 April 1/04 April 1/04 April 1/09
April 1/08 April 1/07 April 1/07 April 1/07
March 31/11 March 31/14* March 31/12 March 31/10 March 31/11 March 31/10 March 31/12 March 31/11
April 1/09 April 1/07 April 1/07 April 1/09
March 31/12 March 31/10 March 31/10 March 31/12 March 31/12
* The term of the office of the chair is 5 years, as per Part 3, s.8(2) of the Safety Authority Act
British Columbia Safety Authority Governance Manual
Page 1 of 1 April 2009
Director Indemnity and Insurance
Tab 6.3
6.3
Indemnity and Insurance Coverage (updated November 2009) BCSA Directors have the benefit of a standard indemnity and insurance coverage.
British Columbia Safety Authority Governance Manual
Page 1 of 1 November 2009