Board Profile - Telefilm Canada
Competency Profile of Members
IntroductionThe profile for Members of Telefilm Canada (hereinafter “Telefilm” or the “Corporation”) is based on the Telefilm Canada Act and the governance rules provided by various Canadian policies and laws.
Telefilm’s mandate under the Telefilm Canada Act:
The mandate of the Corporation is to foster and promote the development of the audiovisual industry in Canada. The Corporation acts as one of the Canadian government's principal instruments for providing strategic leverage to the private sector, supplying the film, television and new media industries with financial and strategic support. Its role is to foster the production of films, television programs and cultural products that reflect Canadian society, with its linguistic duality and cultural diversity, and to encourage their dissemination at home and abroad.
The Corporation may enter into agreements with the Department of Canadian Heritage for the provision of services relating to the audiovisual or sound recording industries.
Mandate of the Members:
The mandate of the Members (the Board) is to supervise the management of the
business and affairs of Telefilm so as to ensure that the Corporation carries
out its mission effectively and efficiently. To this end, the Board may determine
ways to improve the Corporation’s performance and review the agreements
signed with the Department of Canadian Heritage for the provision of services
to the audiovisual and sound recording industries. Management’s role is
to manage the Corporation’s day-to-day operations so that it evolves in
line with the directions determined by the Board.
The Board is accountable to the minister designated by the Governor in Council for the stewardship of the Corporation’s management.
Board roles and responsibilities:
As part of its stewardship responsibility, the Board advises management on significant business issues and has the following responsibilities:
- With respect to the Corporation's strategy
- adopting a strategic planning process;
- reviewing and approving, on at least an annual basis, a business plan and a strategic framework reflecting the statement of priorities and accountabilities of the Minister and taking into account, among other things, the opportunities and risks of the business and the appropriate systems to manage such risks;
- discussing, together with management, with the Minister the statement of priorities and accountabilities;
- monitoring the implementation of the policy guidance in the statement of priorities and accountabilities and ensuring that the plans and activities of the Corporation support the government's policy agenda;
- monitoring the implementation of the business plan by management; and
- advising management on strategic issues.
- With respect to human resources and performance assessment
- determining the selection criteria and process for the Executive Director which have to include, at a minimum, advertising in either or both the Canada Gazette and the Corporation's website and make recommendations to the Governor in Council in respect thereof;
- ensuring that the Board develops an effective working relationship with the Executive Director;
- overseeing and assessing the performance of the Executive Director and of the executive management team taking into consideration Board expectations and fixed objectives and determining the remuneration of the executive management team, other than the Executive Director;
- taking all reasonable steps to ensure that processes are in place for the recruitment, training, development, assessment and retention of executives; and
- taking all reasonable steps to ensure that processes are in place in respect of management succession planning.
- With respect to internal controls and financial matters
- approving operating and capital expenditures budgets;
- taking all reasonable steps to ensure that the Corporation's information systems and management practices meet its needs and give the Board confidence in the integrity of the information produced;
- monitoring the integrity and quality of the Corporation's financial statements and other documents providing financial information and the appropriateness of their disclosure;
- overseeing the performance of the Corporation's internal audit functions;
- ensuring that an appropriate risk assessment process is in place to identify, assess and manage the principal risks of the Corporation's business; and
- reviewing and approving the report to the Minister, including the financial statements of the Corporation.
- With respect to Corporate Governance issues
- advising the Government on appropriate selection criteria for the Chairperson and competency profiles and present and future needs for Board members;
- monitoring the size and composition of the Board committees based on competencies, skills and personal qualities;
- monitoring and reviewing, as appropriate, the Corporation's approach to governance issues and corporate governance structure and procedures, including the identification of decisions requiring approval of the Board and the roles and responsibilities of the Chairperson, the Board and the Executive Director and management;
- taking all reasonable steps to ensure the highest standards of integrity are met by the Board members, the Executive Director and management and throughout the Corporation, including the adoption, review and monitoring of a Code of Conduct for management and personnel of the Corporation;
- ensuring that the Board receives adequate information to perform its duties and discharge its responsibilities;
- developing, monitoring and reviewing, as applicable, an orientation and education program for Board members; and
- establishing processes for the regular performance assessment of the Board, Board committees, Board and committee chairs and individual Members and ensuring that the Chairperson communicates such assessment to the Minister.
- With respect to communications matters
- ensuring that an appropriate communications policy is in place and reviewing such policy on a timely basis.
- With respect to environmental, safety and security matters
- monitoring and reviewing, as appropriate, the Corporation's environmental, safety and security policies and practices.
Core member attributes, competencies and experience
All members must be familiar with and interested in the audiovisual field, among others feature films, television and digital media. In addition, the Board requires a balanced mix of skills, knowledge and experience in order to oversee and direct the Corporation, including:
- previous experience on the board of a private or public corporation;
- business knowledge and experience;
- financial literacy: While it would be helpful for all members to be able to read financial statements, at least three members must have financial knowledge or experience to bring to the audit and finance committee, and at least one member should be trained as a chartered accountant;
- legal knowledge, if possible in the area of audiovisual industry law, and, if possible, training as a lawyer;
- human resources management knowledge and experience;
- public affairs and marketing communications knowledge and experience; and
- senior executive management knowledge and experience.
Informed judgment: Being able to provide wise, thoughtful counsel from a broad national viewpoint, to analyze, ask relevant questions at the strategic level, consider the different stakeholders’ perspectives, understand situations and problems by addressing underlying issues
Integrity and accountability: Demonstrating high ethical standards and integrity, being willing to act on and remain accountable for Board decisions, meeting the accountabilities outlined in the acts, by-laws, as well as the rules of the Board, seeing oneself as serving the interests of Canadians;
Impact and influence: Having an awareness of the impact of organizational issues, policies and decisions, a sensitivity to the differing needs and objectives of multiple stakeholders, and the ability to persuade or influence others to achieve a specific impact or effect; and
Strong motivation and desire for excellence: Having a desire to contribute to Telefilm’s pursuit of excellence and to assume firm leadership.
Regional and demographic representation:
In light of Telefilm’s national mission, it is desirable that the Board reflect a fair representation of men and women from all regions of Canada and be able to express itself in both official languages.
Number of meetings: The Board meets at least six times a year. The members must prepare for the meetings and participate actively. Attendance of occasional conference call meetings is also required.
Committee work/Additional duties: The Board has delegated certain responsibilities to two committees (Audit and Finance, and Governance). The members are named to one or both of these committees, which meet once or twice a year (or more if needed), often in conjunction with a Board meetings.
Compliance with Code of Ethics: In addition to the Conflict of Interest Act, the Lobbying Act and the Accountability Act, members must comply with section 5 of the Telefilm Canada Act, which states as follows:
Section 5 “No person who has, directly or indirectly and individually or as a shareholder, partner or otherwise, any pecuniary interest in the audio-visual industry is eligible to be appointed or to hold office as a member of the Corporation.”
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