Crown Corporation (FAA, Sched. III, Part I)
The Board shall be managed by a board of directors of seven directors, including the Chairperson.
Each director shall be appointed by the GIC, on the recommendation of the Minister, from the list of candidates proposed by the nominating committee, to hold office during good behaviour for a term, not exceeding four years, that will ensure, as far as possible, the expiry in any one year of the terms of office of not more than one half of directors.
A director is eligible for reappointment for one or more additional terms. The GIC may remove a director for cause.
The GIC shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors, designate one of the directors as Chairperson of the board of directors.
The Chairperson shall hold office during good behaviour for the term that the GIC deems appropriate and is eligible for reappointment for one or more additional terms. The GIC may remove the Chairperson for cause.
If the Chairperson is incapable of performing his duties or there is a vacancy in the office of Chairperson, the Minister may, after consulting with the board of directors, designate another director to exercise the powers and perform the duties and functions of the Chairperson.
The Minister shall establish a nominating committee to establish a list of candidates for proposed appointment as directors. The committee shall consist of a Chairperson appointed by the Minister and of the commissioner representative of workers and the commissioner representative of employers of the Canada Employment Insurance Commission.
The nominating committee shall maintain the list with a sufficient number of candidates to fill any vacancies on the board of directors that may arise.
If a person ceases to be a director during the term for which the person was appointed, the Minister shall appoint a candidate from the list of candidates established by the nominating committee to hold office as a director for the remainder of the term. However, if no candidate on the list is available, the Minister shall appoint any qualified person to hold office as a director for the remainder of the term.
A director is not eligible to be appointed as an officer of the Board.
The following persons are disqualified from being directors:
- a person who is less than 18 years of age;
- a person who is of unsound mind and has been so found by a court in Canada or elsewhere;
- a person who has the status of a bankrupt;
- a person who is not a natural person;
- a member of the nominating committee;
- a person who is an agent, mandatary or employee of Her Majesty in right of Canada or in right of a province;
- a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature;
- a person who is an agent, mandatary or employee of the government of a foreign country or any political subdivision of a foreign country; and
- a person who is not a resident of Canada.
The GIC shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors, designate one of the directors as chairperson of the board of directors.