Board Profile - National Gallery of Canada

Introduction

The National Gallery of Canada’s Board Competency Profile is based on and is consistent with the Museums Act; the Gallery’s Governance Policy; and on guidelines and directions from the Privy Council Office and the Treasury Board1.

Mandate of the National Gallery of Canada, as stated in the Museums Act (s.5)

"to develop, maintain and make known, throughout Canada and internationally, a collection of works of art, both historic and contemporary, with special but not exclusive reference to Canada, and to further knowledge, understanding and enjoyment of art in general among all Canadians."

To achieve its mandate, the NGC has established four strategic objectives that are reviewed yearly during the planning process:

  • To acquire, preserve, research and record historic and contemporary works of art, both national and international, to represent Canada’s visual arts heritage;
  • To further knowledge, understanding and enjoyment of the visual arts among all Canadians and to make the collections known both in Canada and abroad;
  • To provide direction, control, and the effective development and administration of resources; and
  • To provide secure and suitable facilities, which are readily accessible to the public, for the preservation and exhibition of the national collections.

Mandate of the Board of Trustees:

The 1990 Museums Act states that:

“The Board is responsible for the fulfilment of the purposes and the management of the business, activities and affairs of the museum.”
[Subsection 18(3)]

The eleven-member Board of Trustees is accountable through the Chairperson to the Minister responsible for the administration of the Museums Act, as underlined by the Treasury Board guidelines. It is the Minister of Canadian Heritage who represents the institution in Cabinet and Parliament.

The Board acts as the trustee on behalf of the government by holding management accountable for the Gallery's performance, its long-term viability and the achievement of its objectives. The Board is responsible to ensure the Gallery is managing its collections and other assets, its installations and exhibitions, and its human and financial resources in accordance with professional museum standards.

In the interest of ensuring the ongoing renewal and rejuvenation of the Board, the Museums Act stipulates the length of term and number of terms permitted for trustees, the Chairperson and the Vice-Chairperson.

Roles and Responsibilities of Trustees:

While trustees are normally removed from the day-to-day decision making of the corporation, their role is vitally important. The Gallery's management presents information, seeks advice, and requests the approval of proposals from the Board of Trustees. Each trustee is called upon to exercise his or her judgement and the independence of his or her position in formulating the Board's decisions to approve, reject, or request deferral of the proposals brought by management. A strong Board of Trustees is essential if the NGC is to fulfil its objectives.

As members of the NGC Board, Trustees are responsible for the following functions:

Establishing the Gallery's Strategic Direction

  • Providing input to management on emerging trends and issues
  • Providing leadership to the development of strategies, objectives and plans; reviewing and approving the Corporate Plan

Safeguarding the Gallery's Resources

  • Reviewing and approving the Gallery’s annual operating and capital budgets, and major new project proposals; all significant decisions involving the Gallery’s assets and their financing are reviewed and approved by the Board;
  • Ensuring that the principal risks of the Gallery's business have been identified and that appropriate systems to manage these risks have been implemented;
  • Ensuring the integrity of the Gallery’s internal control and management information systems, and the quality of its management practices;
  • Assessing financial results and ensuring integrity of financial reporting; approving the year-end audited financial statements;
  • Ensuring appropriate ethics and values are maintained; and
  • Ensuring compliance with laws and regulations, audit and accounting principles, and the Gallery’s by-laws and policies.

Monitoring the Gallery's Performance and Reporting to the Crown

  • Monitoring the Gallery’s performance against the objectives defined in the Corporate Plan, including assessing operating results to evaluate whether the Gallery’s business is being properly managed;
  • Ensuring the information provided to the Crown is sufficient to allow an evaluation of how well the Gallery has fulfilled its objectives;
  • Assessing the Board’s own effectiveness in fulfilling Board responsibilities, including monitoring the effectiveness of the Chairperson and individual Trustees; and
  • Setting objectives and performance measures for the Gallery’s Director and assessing the Director’s performance.

Stakeholder Strategies/Communications

  • Ensuring key stakeholders are identified and appropriate communications plans and strategies developed; and
  • Contributing to strategies aimed at strengthening the image of the Gallery with the public and key stakeholders.

Succession Planning

  • Planning for Board succession by establishing a Trustees’ Skills Profile to identify the specific competencies required to complete the skills mix for the Board as a whole (based on this Competency Profile), and providing, through the Chairperson, a short list of recommended nominations to the Minister of Heritage;
  • Ensuring appropriate orientation of Trustees;
  • Planning for succession of the Board’s Chairperson by establishing selection criteria and making recommendations for the consideration of the Minister of Canadian Heritage;
  • Appointing the Gallery’s Director as provided for under Section 23 of the Museums Act; the Board shall establish criteria, conduct a rigorous selection process and seek the approval of the Governor-in-Council; and
  • Ensuring the Gallery has in place appropriate succession plans for its key management positions.

Core Attributes, Competencies, Skills and Experience Required of Trustees:

  1. Knowledge, Interest and Experience
    • All Trustees must have knowledge/interest in and commitment to the visual arts field.
    • In addition, the Board requires a balanced set of skills, knowledge and experience to provide oversight and direction, including the following:
      • Previous experiences as a director of a commercial and/or non-profit board;
      • Knowledge/experience of business and best business practices;
      • Financial Literacy: while it is beneficial for all trustees to have some ability to read financial statements, at least 2 trustees should have financial expertise/experience to provide the skill required for the Audit and Finance Committee;
      • Knowledge/experience in human resources;
      • Knowledge/experience in public affairs/marketing;
      • Knowledge/experience in fundraising; and
      • Community involvement.
  2. Core Attributes and Competencies required by all Trustees:
    • Informed Judgement: Ability to provide wise, thoughtful counsel from a broad, national perspective, to analyse, ask relevant questions at the strategic level, consider the perspectives of different stakeholders, understand situations and problems by addressing underlying issues;
    • Integrity and Accountability: High ethical standards and integrity; willingness to act on and remain accountable for Board decisions, to meet the accountabilities outlined in the law, by-laws and rules of the Board and to see oneself as serving the interests of Canada;
    • Impact and Influence: Awareness of the impact of organizational issues, policies and decisions on public interest and concern. The capacity to be sensitive to the differing needs and agendas of multiple stakeholders and to act to persuade others in order to have a specific impact or effect; and
    • Highly Motivated and Committed to Excellence: Driven to make a contribution to the excellence of the National Gallery of Canada and having a keen interest in playing a strong leadership role.
  3. Regional and Demographic Representation:
    • Given the national mandate of the NGC, the Board of Trustees will maintain gender balance and representation from all regions of Canada, and will ideally reflect the diversity of the country’s population. The Board will have capacity in both Official Languages. All Trustees must be Canadian citizens as stipulated in the Museums Act.

Working Conditions:

  • Number of Meetings: The Board usually meets four times a year, three times in the National Capital Region and once outside Ottawa. Trustees are expected to prepare for these meetings and actively participate in them. Occasional participation in teleconferences is also required.
  • Committee work/additional duties: The Board of Trustees has delegated certain responsibilities to seven committees (Audit and Finance, Acquisitions, Public Affairs, Governance and Nominating, Human Resources, Public Programs, the Advisory Committee of the Canadian Museum of Contemporary Photography and the Executive Committee). Trustees are appointed to one or more of these committees that meet 2 to 4 times per year (or more often as deemed necessary) generally at the same time as the general Board meetings.
  • Average time commitment: Board members should expect to commit approximately 20 days annually for meetings, travel and preparation for meetings.
  • Requirement to comply with the Code of Conduct: The Financial Administration Act requires Trustees of Crown Corporations to disclose the nature and extent of interest in any material contract with the Corporation. The NGC has a Code of Ethics to guide the behaviour of its individual Trustees.

  1. Including: Privy Council Office, Building a Crown Corporation Director Profile, and the Treasury Board of Canada Secretariat, Directors of Crown Corporations: an Introductory Guide to their Roles and Responsibilities