Board Profile - Great Lakes Pilotage Authority

Introduction

This document is intended as a guideline and working parameters for the appointment of Directors / Chairs to the Great Lakes Pilotage Authority (the Authority). The profile is a description of the experience, attributes, and skills that all members of the Board need and the additional specialized skills or attributes that particular Directors or the Chair may require. The profile takes into consideration the legally mandated objectives and role of the organization, the roles and responsibilities of its Board and Directors, and the Board’s composition strategy.

The profile is meant to serve as a tool for the Board to provide guidance to the Minister responsible in developing appropriate search and selection criteria for potential Board members. The document can also serve as a communications tool with prospective candidates and government representatives so they can better appreciate the needs of the Authority.

Role of the Great Lakes Pilotage Authority

The Authority was established in 1972 pursuant to the Pilotage Act and is considered a parent Crown Corporation of the Government of Canada under the Financial Administration Act (Schedule III, Part I).

The mandate of the Authority is to establish, operate, maintain, and administer, in the interest of safety, an efficient Pilotage service within its designated region of responsibility. The key corporate objectives of the Authority are:

  • To provide economic, safe, reliable, and efficient marine pilotage and related services in its region of responsibility;
  • To provide the above services within a commercially-oriented framework, directed toward achieving and maintaining financial self-sufficiency, through tariffs which are fair and reasonable;
  • To promote the effective utilization of the Authority’s facilities, equipment and expertise, through the productive application of these resources in the interest of safe navigation;
  • To be responsive to the Government’s environmental, social and economic policies.

The Authority’s regions of responsibility are the St. Lawrence River west of Montreal, the waters of the five Great Lakes and the Port of Churchill, Manitoba.

Board Composition Strategy

Board Structure

The Board, including the Chair, is comprised of 7 persons who are appointed by the Governor in Council (the GIC). The composition of the Directors on the Board has, for many years, been unofficially premised on the so-called “2+2+2” representation strategy, which strives to appoint two qualified directors from each of the following stakeholder groups:

  • Pilot interests
  • Shipping interests
  • Public interest

The strategy continues to this day and was recommended for formal adoption as a part of the Canada Marine Act review in 2002, but no official action has been taken to date. The Authority believes this representation strategy has generally been effective and should continue, but with clarifications on some required or desirable traits as identified in the following sections.

The Board also recognizes the benefits of achieving diversity in the composition of the Directors. This entails giving consideration of different forms of diversity including gender, race, etc. Notwithstanding the desirability of increasing diversity, the Board considers that individual competency is the key requirements for all Directors.

Knowledge

The Board must collectively bring knowledge of:

  • The principle economic factors and realities that affect the Authority’s region of responsibility
  • Financial management
  • Human resources management
  • Effective communication practices
  • The public policy environment
  • Environmental policies and issues

Professional Experience

The Board must collectively bring experience in:

  • Pilotage in the Authority’s region of responsibility
  • The shipping industry
  • Business management, operations, and control
  • Corporate governance
  • Financial literacy (and expertise for the Audit Committee)
  • Vision and strategy development
  • Communications and public affairs

Individuals are expected to have the following experience or characteristics:

  • Successful leaders in their industry, sector, organization, or community
  • Prior Board experience is deemed highly desirous
  • Knowledge of and appreciation for marine safety on the Great Lakes
  • Other technical or functional skills as required for the specific position to be filled (as developed from the Board composition strategy)

Core Attributes and Competencies of Individuals

The Board considers that all Directors should have the following key characteristics to enable them and the Board to function effectively.

Strategic Thinking

  • Thinks ahead and anticipates likely future consequences and trends.
  • Grasps the big picture and goes beyond single-event decisions.

Decision Making

  • Comfortable with the responsible use of authority in a Board environment.
  • Experienced in policy focused / business related decision environments with delegation of operational responsibilities to management.
  • Demonstrates sound business judgement.

Analytical Understanding

  • Capable of interpreting both qualitative and quantitative information.
  • Able to read and assess financial statements and business proposals (in keeping with the Board’s financial literacy questionnaire in the Audit Committee Policies).
  • Skilled in performing problem analysis.
  • Able to assess and effectively challenge management recommendations.

Personal Attributes

  • Deemed independent as defined by government governance guidelines and has no perceived or actual conflicts of interest with the Authority.
  • Interest in, and enthusiasm for, the industry.
  • Full acceptance of the mandate, objectives, and values of the Authority and a desire to contribute to the organization in a meaningful way.
  • Understanding of the need to act in the best interests of the Authority.
  • Capable of espousing the organization’s core values and beliefs and conducts themselves in accordance with those values.
  • Conducts themselves in an honest, trustworthy manner.
  • Maintains confidence and does not misrepresent themselves for personal gain.
  • Capable of being direct and forceful as well as diplomatic.
  • Able to negotiate skilfully in difficult situations with both internal and external groups and win concessions without damaging relationships.
  • Understands complex political situations and is sensitive to the political nuances within which the organization operates and can anticipate associated problem areas.
  • Able to work as part of a group - persuasive, assertive, and flexible.
  • Demonstrate strong oral communication and listening skills.
  • Dynamic and energetic.

Additional Characteristics for the Chair of the Board

The Chair of the Board is a part-time position and the requirements for serving in this position are deemed to be more demanding in that the individual must:

  • Lead the Board in planning / managing its activities and fulfilling its responsibilities.
  • Serve as a primary interface with the CEO and the Minister responsible for the Crown Corporation.
  • Represent the Board and the Authority to outside parties as appropriate.

These roles not only require additional time commitments compared to other Directors, but also require particular skills and experience, including:

  • Prior experience as a Director.
  • Understanding of corporate governance, audit, and accounting principles.
  • Prior experience and success as the Chair of a Board, ideally with a similar scope and complexity as that of the Authority.
  • Ability to:
    • Work effectively with the government, and the responsible Minister in particular.
    • Conceptualize and articulate a corporate vision and business direction.
    • Build constructive relationships and facilitate information sharing and meaningful dialogue among Board members, management, the shareholder, and other stakeholders.
    • Analyze and monitor trends affecting corporate performance.
    • Oversee the health and effective operation of the corporation.
    • Achieve continuous improvement in Board performance.
  • Excellent interpersonal and communication skills.
  • Willingness to:
    • Arrange his/her affairs to eliminate any perceived conflicts of interest.
    • Appear before a Parliamentary Committee as required.
    • Dedicate the required time to fulfil the requirements of the position (about 50 days per year).
  • University degree preferred, but not mandatory.
  • The ability to perform in both official languages is preferred.

Working Conditions for Directors

  • Available for between 10 and 20 days per year for Board and Committee activities and related travel.
  • Most Directors are expected to sit on at least one Committee of the Board; rotation may occur on Committees during the term to ensure a dynamic membership.
  • Governor in Council appointment to the Board are expected to be an initial 4 year term renewable for an additional term (typical 8 year maximum) under new government governance guidelines.
  • Remuneration – in keeping with current Governor in Council guidelines:
    • Director annual retainer of $3,000
    • Chair annual retainer of $6,000
    • Per diem of $250 for attendance at Board or Committee meetings
    • Preparation allowance per diem $125 per Board or Committee meeting