Board Profile - The Jacques-Cartier and Champlain Bridges Inc.
The Jacques Cartier and Champlain Bridges Incorporated ("JCCBI") operates, manages, monitors, constructs, rehabilitates, maintains and repairs the following bridges, roads, and tunnels under federal jurisdiction located in the Greater Montreal Area: the Champlain and Jacques Cartier Bridges, the federal portion of the Honoré Mercier Bridge and approaches thereto, and three related infrastructures, namely a section of the Bonaventure Expressway and of Highway 15, the Champlain Bridge Ice Control Structure, and the Melocheville Tunnel. For each of these infrastructure assets, JCCBI assumes responsibility for:
- coordination with municipal and provincial stakeholders; and
- management of contaminated sites.
Its mission is to provide a safe passage for users through the management, maintenance, and rehabilitation of its infrastructure assets by optimizing traffic flow and respecting the environment. JCCBI strives to provide the Government of Canada with the highest level of custodianship of these infrastructure assets.
Roles and Responsibilities
The Board is accountable to the President of the Queen's Privy Council for Canada (the "Minister") for the stewardship of JCCBI.
Generally speaking, the board members must act honestly and in good faith with a view to the best interests of JCCBI. In performing their duties, they must exercise the care, diligence and skill of a reasonably prudent person.
With respect to the management of the business and affairs of JCCBI, the specific responsibilities of the board members (the "Board") include the following:
- Set and approve corporate objectives and strategic directions;
- Oversee the implementation of the corporate objectives and strategic plan;
- Monitor corporate performance against the strategic and business plans;
- Review financial objectives and results;
- Analyze key dimensions such as security, safety, environment and risk management;
- Ensure that the principal risks are identified, mitigated and managed for each project;
- Maintain strong and effective stakeholder communications; and
- Sustain a high standard of professionalism and the utmost transparency.
With respect to its overall corporate governance duties, the Board must:
- Approve policies and by-laws;
- Establish and approve committees;
- Develop and approve corporate governance procedures;
- Implement a responsible, preventive and systemic management;
- Ensure that performance measurement standards are developed and monitored for management and staff; and
- Review the integrity and adequacy of the information systems and management practices to maintain high ethical and transparent corporate standards.
Challenges, Issues and Initiatives
Safety and security remain top priority issues. Given that the infrastructure assets JCCBI controls were built prior to 1965, careful monitoring is required. Significant capital investments need to be carefully managed to ensure the continued safety of existing assets, and construction of new assets. The Board is working on rehabilitation programs to address these issues and exhaustive repair plans are underway for some of the structures.
Coordination with Other Entities
The infrastructure assets JCCBI manages require cooperation between JCCBI and its main stakeholders, including the provincial government, municipalities and the Mohawk First Nation of Kahnawake considering:
- the infrastructure assets JCCBI manages are connected to the provincial road network;
- the operations of JCCBI's infrastructure have key impacts on the surrounding municipalities including Montréal, Brossard, Longueuil, and Chateauguay;
- the Province of Québec is the co-owner of the Honoré Mercier Bridge; and
- the federal portion of the Honoré Mercier Bridge owned by JCCBI is mainly located on the Mohawk Reserve of Kahnawake.
Therefore, coordination, constant communication and excellent relationships with the Ministère des Transports du Québec, the municipalities and the Mohawk First Nation of Kahnawake are required.
Another complexity is the interaction between the operations, maintenance and repairs of the existing Champlain Bridge corridor and the building of the New Bridge for the St. Lawrence, which will replace the Champlain Bridge Corridor, led by Infrastructure Canada.
The federal network of bridges and tunnels in the Greater Montreal Area is essential to commuter traffic and is facing complex and significant challenges that require specific attention. These include high demands for safety and security; competing financial requirements for maintenance, major repair, rehabilitation, replacement or addition of structures; maintaining traffic flow during peak hours; and the need for the highest standard of integrity, fairness and transparency in contracting for goods and services.
Core Attributes, Competencies and Experience
Each director is expected to possess the following attributes and skills to provide efficient oversight and direction over JCCBI.
Board members must have an understanding and level of knowledge of the business and affairs in which JCCBI is engaged, of the role and responsibilities of the Board and management, of the Board's relationship with its stakeholders as well as of public policies and administration. They shall be financially literate and have strategic planning skills to set the appropriate strategies and directions for JCCBI and manage its projects and finances. They shall also have skills in the management of physical, financial and human resources and policy implementation. Furthermore, board members must have the ability to identify, mitigate and manage risks related inter alia to the management, monitoring, construction, rehabilitation, maintenance and repair of transportation infrastructure.
Board members provide well thought-out advice, they analyze, and 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.
Integrity and Accountability
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.
Board members are called upon to chair committees established by the Board. They must direct the work of such committees to ensure effective and meaningful results. Board members must also encourage management and staff to carry out their duties so as to achieve the goals of JCCBI.
Impact and Influence
The work accomplished by board members is subject to scrutiny by the Auditor General of Canada and under the Access to Information Act. Board members 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 JCCBI carries out engineering works.
A background in the management of transportation infrastructure is very helpful.
Previous board and/or senior executive experience are meaningful as it would show leadership qualities.
Knowledge about the Greater Montreal Area in which JCCBI operates would be an asset.
An understanding of government functions and operations is a further asset. This would include knowledge of public policy areas.
Board members should be available to attend board meetings as well as committee meetings. They should be prepared, as required, to undertake site visits to the structures managed by JCCBI.
The Board fully supports the Government of Canada's objectives in the appointment of board members who represent the cultural diversities of the country, its linguistic duality and its minority populations.
Appointment of Board Members
The Board consists of up to seven (7) board members, including the Chairperson and the CEO. Five (5) board members are appointed by the Minister with the approval of the Governor in Council and the Chairperson and the CEO are appointed by the Governor in Council.
Board and Committee Meetings
In view of the significant responsibilities of JCCBI, board members schedule numerous meetings of the Board and its committees throughout the year to manage JCCBI's business and affairs.
Board meetings vary from twelve (12) to fifteen (15) yearly. Special meetings may be called to address specific or emergency issues.
Board members also serve as committee members on the Audit Committee, the Human Resources Committee, the Governance Committee, the Information Technology and the Change Management Committee and/or other committees responsible for the supervision of major projects and the management of risks associated therewith. All committees report to the full Board.
For both the Board and its committees, the majority is the quorum. Committees are formed of two (2) to six (6) members. Board members are permitted to attend Board and committee meetings in person or by electronic means, although they attend the majority of meetings in person.
The remuneration of each director shall be fixed by the Governor in Council, as per the Financial Administration Act, and the payment thereof is made in accordance with JCCBI's policy which has been adopted in accordance with the Privy Council's Remuneration Guidelines for Part-time Governor in Council Appointees in Crown Corporations.
Board members receive per diem of $300 for attendance at Board or committee meetings in accordance with the terms of the applicable Orders in Council and JCCBI's remuneration policy. The per diem rate also applies to certain duties carried out pursuant to, or in connection with, Board requirements.
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