Board Profile - Canadian Commercial Corporation

Introduction

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

Canadian Commercial Corporation's Mandate

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

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

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

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

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

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

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

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

Roles and Responsibilities of the Board of Directors

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

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

Challenges and Issues

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

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

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

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

Core Attributes, Competencies and Knowledge of Directors

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

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

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

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

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

Specific Skills, Knowledge and Experience

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

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

Representation Considerations

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

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

Terms of Office

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

Working Conditions

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

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

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

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

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