Board Profile - Canada Lands Company Limited

The Corporate Context and Mandate

Canada Lands Company Limited (CLCL) is an arm’s length, self-financing federal Crown corporation, which reports to the Parliament of Canada through the Minister of Transport, Infrastructure and Communities. It is a Canada Business Corporations Act (CBCA) corporation listed in Schedule III, Part 1 of the Financial Administration Act (FAA) and is an agent of Her Majesty. The corporation has one wholly-owned subsidiary:

  • Canada Lands Company CLC Limited (CLC), a non-agent Crown corporation, which carries out the core real estate business, owns and manages Canada’s National Tower (the CN Tower), and is active in 20 municipalities across Canada.

CLCL also holds shares in trust for Her Majesty, in right of Canada, of two other Crown corporations: Old Port of Montréal Corporation Inc., and Parc Downsview Park Inc., both agent Crown corporations, reporting to Parliament as if they were parent Crown corporations.

CLCL optimizes the financial and community value from strategic properties no longer required for program purposes by the Government of Canada. It works through its CLC subsidiary to purchase such surplus properties at fair market value, which properties it may resell either with or without improvements through development or, in certain cases, retain and manage, in order to optimize the benefit both for CLCL’s sole shareholder, the Government of Canada, and for local communities.

The corporation’s activities ensure that government properties are redeveloped or managed in accordance with their highest and best use, and that they are harmoniously reintegrated into local communities to meet the needs of Canadians.

Each of CLCL and CLC is expected to be self-financing and is authorized to use private sector sources of funding and such standard financial instruments and arrangements as appropriate. While striving to maximize commercial viability with the inventory of properties that CLC purchases, CLCL and CLC may also take into account any relevant strategic considerations of the Government of Canada. Strategic planning and time horizons for corporate activities are designed to achieve the most effective manner of balancing both the financial and community value objectives identified by the respective Boards of Directors (the “Boards”).

Values
Innovation • Value • Legacy

Innovation:

CLC seeks innovative solutions to create communities that are clean, safe and offer a high quality of life.

Value:

CLC undertakes projects that are financially sound and provides returns to the Government of Canada, its sole shareholder.

Legacy:

CLC’s projects provide lasting benefits for future generations in the communities where it operates.

Overall Role and Responsibilities of the Boards

Pursuant to Part X of the FAA and the CBCA, the Boards are responsible for the management of the businesses, activities and other affairs of their respective corporations. In fulfilling their responsibilities, the Boards direct the overall strategy of their corporations, evaluate their performances and seek to ensure that proper leadership and accountability systems are in place. On a day-to-day basis, meanwhile, the President and Chief Executive Officer (“CEO”) is responsible and accountable for the conduct of the business and other activities of both CLCL and CLC. The CEO is also a Director of CLC.

Specific Responsibilities of the Boards

The Boards explicitly assume responsibility for the stewardship of their respective corporations. Their stewardship responsibilities are carried out under the following broad categories:

  1. Integrity – Legal and Ethical Conduct – responsible for promoting a culture of integrity and of ethical business conduct throughout the corporations.
  2. Strategic Direction - facilitate the achievement of long-term goals by overseeing the corporations’ strategic planning processes.
  3. Identification and Management of Risk and Internal Controls - ensure adequate systems in place to evaluate, monitor and manage effectively the principal risks affecting operations and fulfillment of mandates.
  4. Leadership Development and Succession Planning - oversee the appointment and discharge of all executive officers, regularly review the Management succession plan and promote programs to develop leadership throughout the corporations.
  5. Importance of Information - ensure the integrity of CLC’s information systems and management practices, thereby ensuring that the information provided to the Government of Canada, through the responsible Minister, accurately reflects the corporations’ state of operations and plans for the future.
  6. Board Development and Independence - acknowledge the importance of development initiatives for Directors as a means for ensuring that the Boards remain effective.

Directors are appointed by the Minister, with the approval of the Governor-in-Council and with input from the corporation. The seven existing Directors who currently make up the Board represent regional, linguistic and gender balance and have expertise in the areas of governance, real estate, law, finance, human resources management and community affairs.

Core Attributes, Competencies and Experience of All Directors

Directors of the corporation are selected with the following criteria in mind:

Core Attributes

Political sensitivity – given that the corporation’s sole shareholder is the Government of Canada, it is important for Directors to ensure that the strategic direction of the corporation is in line with government policy objectives; experience in or knowledge of public policy would be an asset.

Informed judgment – Directors must be able to provide wise, thoughtful counsel, analyze situations, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives and resolve situations and problems by knowing how to address underlying issues.

Integrity and accountability – high ethical standards and integrity are required by the corporation, including being willing to act on and remain accountable for Board decisions, meeting the accountabilities outlined in the articles and by-laws of the corporation, seeing themselves as serving the interests of Canadians, and supporting the corporation’s commitment to corporate social responsibility, including the interests of its key stakeholders.

Specific Skills, Knowledge and Experience

Business experience – in line with the mandate and vision of the corporation it is important that Directors possess relevant business experience at least in the areas of real estate, finance, law, economics, human resources or corporate social responsibility.

Municipal/local background – given that CLC works in communities across the country, significant local government profile is required as well as an appreciation of, and/or experience in, the hospitality/tourism industry with a food and beverage component.

Representation

Regional representationCLC has properties located across Canada; therefore, it is important to have Directors from across Canada. Board meetings are held in the communities where the corporation holds properties, and the ability to travel is a requirement. At the moment the corporation does not have properties in Nunavut, the Yukon and Northwest Territories, but there is always the possibility that the corporation may acquire properties in these areas in the future.

Gender, linguistic mix – The corporation is subject to the social policy objectives of the federal government; therefore, it attempts to maintain a balance on its board in the areas of linguistic, gender and cultural mix.