Role and responsibilities of the committee Chairs and Vice-Chairs of the Board of Management

Role

The role of the Chair of an established committee of the Board is to provide leadership and to ensure the committee fulfills its charter’s mandate and any other matters delegated to it by the Board. Committee Chairs are expected to provide independent, proactive, and effective direction to their assigned committee, guided by their respective committee charter.

In addition, committee Chairs will manage their time and the operations of their committee with a view to balancing the effective performance of duties with the efficient economic management of the Board and its committees.

In the absence of the Chair, the Vice-Chair will exercise the powers and perform the duties and functions of the Chair. They are also the first members considered to succeed the Chairs when departures occur. As such, they cooperate with the Chair and make every effort to learn the Chair’s role.

Responsibilities

In fulfilling their role, the committee Chairs undertake the following responsibilities:

1. Provide leadership in the planning, organization, and operation of their assigned committee’s activities;
2. Provide leadership in the annual development and quarterly review of the committee’s work plan, ensuring all Charter responsibilities are reflected and obtaining input from committee members and Agency management;
3. Chair committee meetings, facilitating active participation by all members and ensuring appropriate time is allocated to each agenda item and all items are brought to a suitable resolution;
4. Mentor the Vice-Chair to be prepared to assume the role of Chair in their absence and for succession planning;
5. Summarize committee discussions, and state any committee action items, decisions, or timelines, before moving to the next agenda item;
6. Vice-Chairs may chair a portion of each meeting as pre-determined by the Chair and Vice-Chair;
7. Ensure the committee holds the number of meetings or video/teleconferences required to complete its annual work plan. Convene ad hoc meetings as required;
8. Work with the Corporate Secretary to establish effective agendas for meetings and to ensure those agendas address the annual work plan and add strategic value to the work of the committee;
9. Attend quarterly briefings, when necessary, with the Corporate Secretary, Vice-Chair and management, to review proposed agendas, ensure the content and format of supporting documents are suitable, and facilitate the committee’s discussions and deliberations. Chair's may also request additional briefings if required;
10. Ensure there are in camera sessions at each meeting to allow for discussion of confidential committee matters;
11. Hold, as appropriate, separate discussions with the Board Chair, the Commissioner-CEO, and/or the Corporate Secretary to inform them about in camera discussions and about committee concerns. Provide direction to the Corporate Secretary in the recording of required follow-up actions arising from in camera sessions;
12. Report to the Board on the activities of the committee, including committee discussions, recommendations, and resolutions;
13. Review draft minutes to ensure their accuracy prior to their approval by the committee;
14. Lead the committee’s assessment of the adequacy and effectiveness of the committee Charter and make any necessary recommendations to the Governance, Social Responsibility, and Service Committee for amendment prior to referral to the Board for review and approval;
15. Develop knowledge of the subject matter and of best practices related to their assigned committee’s mandate — in part through ongoing liaison with relevant Agency managers — and share knowledge with committee members; and
16. Provide committee members with feedback and coaching regarding their participation and performance on the committee, and identify any associated training and development requirement.

Specific responsibilities of individual committee Chairs

1. Audit Committee Chair
   1. Review the Commissioner-CEO’s travel and hospitality expenses on a quarterly basis and report the findings to the Audit Committee;
   2. Review the Chair of the Board’s travel and hospitality expenses on a quarterly basis and report the findings to the Audit Committee;
   3. Ensure the Committee meets in camera with the Chief Audit Executive and the Office of the Auditor General, as required; and
   4. Ensure internal audit reports and reports of the Office of the Auditor General are placed on the Committee’s fiduciary agenda as required.
2. Governance, Social Responsibility and Service Committee Chair
   1. Work with the Chair of the Board to review the composition of all committees and recommend Board members to serve as committee Chairs and members to ensure optimal committee performance and achievement of mandates; and
   2. Lead the review and approval process for director development as outlined in chapter 7.4 – Director development and Board evaluation.
3. Human Resources Committee Chair
   1. As appropriate, meet with the Assistant Commissioner of the Human Resources Branch to keep abreast of key developments, strategies and issues with respect to the Agency’s human resources regime; and
   2. Ensure proper oversight of the Agency’s negotiating mandate and collective bargaining process.
4. Technology and Security Committee Chair
   1. As appropriate, meet with the Chief Financial Officer (CFO), the Agency Security Officer (ASO), the Digital Transformation Officer (DTO), and the Chief Information Officer (CIO) to maintain current knowledge of corporate strategies and the status of Agency projects.