Board Profile - National Arts Centre Corporation

Corporation Mandate

The National Arts Centre Act in 1969 established “a Corporation, to be known as the National Arts Centre Corporation, consisting of a Board of Trustees”. The Board is currently composed of a Chair, a Vice-Chair, the Mayors of Ottawa and Gatineau ex officio, and six other members appointed from across Canada for a three-year term, renewable. The objects of the Corporation are to operate and maintain the Centre, to develop the performing arts in the National Capital Region, and to assist The Canada Council for the Arts in the development of the performing arts elsewhere in Canada.

Among other powers listed in the Act, the Board of Trustees has the power to appoint a President of the Centre, who is Chief Executive Officer. The Board may also make by-laws for the regulation of its proceedings, for the establishment of advisory committees, and “generally, for the conduct and management of its activities”. The Board is the Corporation, and is ultimately responsible to the Government of Canada for the performance of the National Arts Centre. The Centre is specifically exempt from the provisions of Part X of the Financial Administration Act.

Roles and Responsibilities

Under the National Arts Centre Act, the Board of Trustees serves as the governing body for the National Arts Centre, reporting to Parliament through the Minister of Canadian Heritage. Eight members of the Board are all appointed through Governor in Council on the advice of the Minister. The other two are ex officio by virtue of the offices they hold (Mayors of Ottawa and Gatineau). The Board sets the strategic direction of the Centre, and ensures that the business of the Centre is properly conducted and resources assigned.

Challenges, Issues and Initiatives

The Canadian economy remains a challenge for the National Arts Centre as the world economic downturn continues to have a far reaching impact on consumer incomes and discretionary spending. The Board continues to monitor the overall budget of the Centre with the objective of achieving a balanced budget each year. The most important, recent initiative of the Board was the development of the National Arts Centre’s 2008-2013 Strategic Plan that sets out the broad focus and direction for the next five years.

Core Attributes, Competencies and Experience

This is a small, working Board. Trustees bear considerable responsibilities, and for the Board to function effectively, each Trustee must be prepared to keep well informed and actively participate in the work of the Board and its committees. These expectations are the basis for the profile which follows.

In addition to the regional balance, a mix of specific skills and experience is sought. The National Arts Centre is approximately 50% funded by Parliament, and generates 50% of its revenues from a combination of box office receipts, sponsorships, food services, and parking operations. Because the Centre is actively engaged in commercial as well as artistic activities, a combination of significant business experience and artistic sensitivity is an important attribute of Board members. While fundraising per se is not expected of all members, Trustees should be well positioned to assist the Development Department in seeking financial support from their home communities.

The National Arts Centre is a $50-60M enterprise, with substantial human and capital assets. More than 230 individuals depend on the Centre for their livelihood, and another 470 are dependent upon it for some portion of their income. Responsible financial and human resource management is thus of extreme importance. At the very least, Trustees should be financially literate, be able to read and understand financial statements, and have some knowledge and experience in the difficult and often complex human issues involved in the management of a significant organization.

The Board of Trustees is collectively responsible for the performance of the Centre. Decisions are made as a group working together, usually on a consensual basis; teamwork is an essential ingredient of this process. A demonstrated ability to work constructively as a member of a team, as indicated by prior experience, is important to the functioning of the Board.

The most critical decisions faced by Trustees – performance appraisal, appointments to senior positions, promotions, terminations – involve human judgments. Such judgments are influenced heavily by life experience. Largely intangible, these skills are acquired through broad, diverse lives and careers. Age and experience are therefore vital assets of any Trustee.

Specific Skills, Knowledge and Experience

A high personal and/or professional profile in the Trustee’s own community or area of the country. As the National Arts Centre is a national institution, and its Strategic Plan calls for a significant thrust outside the National Capital Region, strong contacts in key centres or areas of Canada are important – both for fundraising purposes and for giving the Centre credibility in its efforts.

A knowledge of, and contacts within, the governmental structure are also important to the National Arts Centre in carrying out its mandate.

Specific background, experience, and skills in such fields as marketing, law, labour relations, accounting, and general management, particularly as they relate to medium-sized enterprises in the arts, food services, and parking.

A substantial profile in the performing arts, so as to provide artists, staff, and audiences with some confidence that the artistic aspects of decisions taken by the Board have been made with input from a credible artist with national credibility.

Representation

Members of the Board are chosen to represent the regions of the country, and an attempt is made to provide balance between British Columbia, the Prairie Provinces, Ontario, Quebec, and the Maritime Provinces. One member is usually chosen from the National Capital Region, in addition to the two Mayors. An effort is also made to maintain gender balance and to represent the growing diversity of the Canadian population, while meeting the qualifications required in supervising the management of a large and complex organization.

As members of a national institution operating in all part of the country, Trustees are often called on to operate in both official languages. It is not necessary for all Trustees to be fluently bilingual, but overall there should be substantial linguistic balance in the Board.

Working Conditions

The Board of Trustees meets formally at least four times a year, normally in the National Capital, but with the intention of meeting at least once a year in other parts of the country. At least once a year, the Trustees meet in “retreat” to reflect upon, discuss, and recommend changes in their own performance as a Board. In addition, telephone meetings are held for special purposed as required; in recent years these have averaged two meetings a year. Formal Board meetings typically involve a commitment of two days each, one day for committee work, and one day for a plenary Board session, in addition to reading, preparation, and travel. In the year 2000, for example, the majority of Board members spent approximately 12 days on National Arts Centre business. For this, they receive an honorarium of $300 a day, an annual retainer of $3,900 ($7,750 for the Chair), as well as per diem and travel expenses.

The duties of a Trustee are onerous, and there are potential liabilities that must be understood by anyone accepting the appointment. Attendance at Board and committee meetings is necessary in order to fulfill the requirement for due diligence in the role of Trustee. This implies a significant commitment of time (at least 10 to 12 days per year) and effort on behalf of the National Arts Centre. As the principal activity of the Corporation is presentation of performing arts, a sincere interest in the performing arts as evidenced by prior work in this field, whether as performer or volunteer, is necessary.