Board Profile - Federal Bridge Corporation Limited (The)
To provide users with safe and effective infrastructures at its three subsidiaries, The Jacques Cartier and Champlain Bridge Incorporated, The Seaway International Bridge Corporation, Ltd. and the St. Mary’s River Bridge Company (owner of the Canadian portion of the Sault Ste Marie International Bridge) as well as the Canadian facilities of the Thousand Islands Bridge.
Roles and Responsibilities
- Directors, as a Board, set corporate objectives and direction:
- Review the corporate mandate yearly to ensure relevance
- Approve strategic directions and corporate plan yearly
- Monitor the implementation of the strategic plan
- Ensure that appropriate performance standards are developed and used
- Establish and approve committees
- Approve the President’s annual goals and objectives
- Review the President’s performance yearly based on the approved goals and objectives
- Ensure that performance measurement standards are developed and monitored for management and staff
- Approve policies and by-laws
- Approve the annual budget
- Monitor financial performance
- Review quarterly financial statements
- Approve expenditures and management’s approval levels
- Ensure that annual internal and external audits are conducted
- Review the annual report
- Approve annual financial statements
- Appoint directors, officers and senior management:
- Appoint directors of subsidiaries
- Appoint officers
- Hire senior management
- Ensure that mechanisms are in place to identify corporate risks including the priority risks:
- Health and safety and
- Create and update risk management plans
- Corporate Governance:
- Develop and approve corporate governance procedures
- Maintain corporate governance policy and practices on a current basis
- Special Examination:
- Ensure that special examinations are carried out every five years
Challenges, Issues and Initiatives
As a Crown Corporation, FBCL is guided by the federal government’s general objectives and policies.
The Corporation ensures that employees receive fair wages in accordance with employment equity standards.
Bridge users are served in both official languages.
The Corporation works closely with all stakeholders including the Mohawks of Kahnawake and the Mohawks of Akwesasne.
The Corporation conducts its activities in such a way as to ensure the protection of the environment.
In its planning programs, the Corporation is always looking at different options to improve its facilities and the service to its users. Customer service must be a priority for both management and employees.
Major projects include works such as widening bridges, adding a new deck to an existing bridge or building a new span, using new technologies and innovation.
Security issues are always at the forefront. Modern techniques are implemented.
Since some managed structures are international bridges, discussions and agreements with American entities are required, partnership must be created. Trade and foreign affairs issues are to be considered carefully.
Participation with government entities in structural innovative projects to benefit interprovincial and international trade and commerce.
Core Attibutes, Competencies and Experience
Directors provide well thought-out advice, they analyse, they read all the material that is provided to them. At meetings, they ask pertinent questions. They do not hesitate to question management. They review alternatives before agreeing to decisions. They do not automatically accept the CEO’s views.
Their character and previous experience must show that they have no conflicts of interest and have always acted with probity. They are aware of applicable laws and are willing to seek legal advice as required. They realize that they are acting on behalf of the public interest.
Directors are called upon to chair committees established by the Board. They must direct the work of such committees to ensure effective and meaningful results. Directors must also encourage management and staff to carry out their duties so as to achieve the goals of the Corporation.
Impact and Influence
The work accomplished by Directors is subject to scrutiny for instance by the Auditor General of Canada and under the Access to Information Act. Directors must show that they understand the impact their decisions can have on the public.
Specific Skills, Knowledge and Experience
At least one director should have an accounting background in order to be able to chair the Audit Committee.
At least one other director should possess financial knowledge in order to participate actively as a member of the Audit Committee.
At least one director should have an engineering background because the Corporation carries out engineering works.
A management background is helpful. Previous Board experience is meaningful as it would show leadership qualities.
Knowledge about communities in which the Corporation operates would be an asset: these include the Montreal area as well as the South Shore, Cornwall, Sault Ste Marie, the Thousand Islands and Ottawa.
An understanding of government functions and operations is a further asset. This would include knowledge of public policy areas.
Directors should be available to attend board meetings as well as committee meetings. They should be prepared to view, as required, the structures managed by the Corporation.
The Board fully supports the Government’s objectives in the appointment of directors who represent the cultural diversities of the country, its linguistic duality and its minority populations.
The number of Board meetings can vary from four to six yearly. A few conference call meetings can be required from time to time (about four a year). The frequency of committee meetings depends on workloads. The Governance Committee meets at least twice a year. The Audit Committee also meets at least twice a year. The Risk Management Committee can meet at least three times a year. The Human Resources Committee can meet at least twice a year. The Nominating Committee meets prior to the termination of a Director’s appointment.
One director chairs the Audit Committee and two other directors sit on the Audit Committee as required by the terms of the Financial Administration Act. One director chairs the Governance Committee and another director sits on this committee. One director chairs the Human Resources Committee and another director sits on this committee. A Director also chairs the Nominating Committee and another director sits on this committee together with two outside eminent persons. All committees report to the full Board.
All directors are appointed at pleasure by the Governor in Council for specified terms. They follow Privy Council Guidelines as well as the Corporation’s Conflict of Interest Policy and the Corporation’s Code of Conduct for Directors.
Directors receive a per diem of $400 for attendance at Board meetings in accordance with the terms of an Order in Council. The per diem rate also applies to responsibilities carried out pursuant to Board requirements.
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