Board Profile - PPP Canada Inc.

Introduction

PPP Canada was established by the Government of Canada to improve the delivery of public infrastructure by achieving better value, timeliness and accountability to taxpayers, through public-private partnerships (P3s).

P3s are an alternative method for procuring large and complex public infrastructure projects. They offer three major benefits which are better costs and delay controls, optimization of risk and resources and innovation. P3 contracts are typically long-term engagements which use specific financial structures to leverage performance and innovation from the private-sector and divest the taxpayer of risks associated with the design, construction, maintenance and operation of the infrastructure.

PPP Canada's operations focus on building P3 procurement knowledge and capacity amongst federal departments, and leveraging greater value for money from federal investments in provincial, territorial, municipal and First Nations infrastructure with the P3 Canada Fund.

Corporation Mandate

PPP Canada's mandate is to improve the delivery of public infrastructure by achieving better value, timeliness and accountability to taxpayers, through P3s.

Roles and Responsibilities of Board Members

PPP Canada’s Board of Directors provides strategic insight and guidance and oversees the operational direction of the Corporation as proposed by management. Moreover, it is the Board’s duty to challenge itself and management to develop a best-in-class corporate governance system. This system includes the policies, procedures, internal controls, and risk management measures necessary to instill confidence in our stakeholders and will enable the Corporation to deliver the greatest value to the public and Canadian taxpayers.

In general, the Board oversees the Corporation’s market development strategies for increasing the effective use of public-private partnerships and recommends investments under the P3 Canada Fund to the Minister of Finance.

PPP Canada's affairs are administered by its Board, made up of a Chairperson, up to seven other private-sector directors and the Chief Executive Officer. Specifically, responsibilities of the Board include: overseeing PPP Canada's management of its resources (including the P3 Canada Fund) and personnel; accountability for the prudent use of financial resources; making recommendations regarding infrastructure projects under the P3 Canada Fund.1

In addition, the Board assumes overall responsibility for stewardship of PPP Canada which includes: approval of the strategic direction and Corporate Plan for PPP Canada; ensuring that the principal risks to PPP Canada's business have been identified and that appropriate systems to manage these risks have been implemented; approval of executive management's succession plan, appointing, training and monitoring senior management; and ensuring that PPP Canada's information systems and management practices meet its needs and give the Board confidence in the integrity of information produced.2

Core Attributes, Competencies, Skills and Experience of Board Members

  1. Core Attributes, Competencies and Experience required by all PPP Canada Board Members
    • Informed Judgement: Ability to provide wise, thoughtful counsel from an arms length, broad perspective; to analyse and ask relevant questions at the strategic level; to consider the perspectives of different stakeholders and government shareholders; and to 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 by-laws and rules of the Board; maintain modern governance arrangements by abiding by the Board Charter and Terms of Reference for PPP Canada's Board Committees; to meet PPP Canada's Corporate objects as outlined in its Articles of Incorporation; and, above all, to see oneself as serving the interests of all Canadians;
    • Impact and Influence: Awareness of the impact of organizational issues, policies and decisions on public interests and concerns; and to be sensitive to the differing needs and agendas of multiple stakeholders;
    • Highly Motivated and Committed to Excellence: Driven to challenge itself and management to meet the highest standards of Corporate Excellence; and
    • Financial Literacy: Ability to read and assess financial statements; to be responsible for the oversight of the Corporation's reporting of financial information and planning; to oversee the Corporation's internal control systems, including its compliance with all applicable legal and regulatory requirements; to understand complexities of investment issues as well as procurement and contracting concerns.
  2. Specific Skills, Knowledge and Experience

    PPP Canada's Board of Director's should have a diverse regional background with representatives from across the country. They should bring with them a great deal of knowledge and experience in areas of accounting, audit, law, finance, management, P3 contracting and finance structuring, government and policy development, engineering and construction and the infrastructure sector.

    The strength of PPP Canada's Board will come from the variety of skills and experience each of the Directors brings to the table. Specifically, PPP Canada's Board should include representatives with a mix of the following:

    Skills and Experience in areas of:

    • Leadership in Executive Management
    • Governance
    • Risk Management (Assessment)
    • Crisis Management
    • Board of Director Experience
    • Business/Corporate Planning Experience

    Knowledge of the following practices:

    • Accounting
    • Auditing
    • Legal
    • Finance/investment
    • P3 Contracting
    • P3 Finance Structure
    • Government Policy Development
    • Engineering/Construction
    • Infrastructure Sector
  3. Regional and Demographic Representation:

    Given the national mandate of PPP Canada, the Board of Directors will maintain gender balance and representation from all regions of Canada and will have capacity in both official languages.

  4. Working Conditions
    • Number of Meetings: The Board meets four times a year and meetings are usually held in Ottawa. All Members are expected to prepare and participate in the meetings preferably in person or via teleconference, if required. In addition, occasional ad hoc conference calls may also be required.
    • Committee work/additional duties: The Board of Directors has delegated certain responsibilities to three committees (Audit, Investment and Governance and Human Resources). Board Members are appointed to one or more of these committees that meet four times per year (or more if deemed necessary) at the same time as the general Board meetings.
    • Average time commitment: Board members should expect to commit approximately 25 days annually for meetings, travel and preparations for meetings. The Chair should expect to commit approximately 50 days annually.
    • Remuneration: The Per Diem covers any and all work performed by a Director in any one calendar day, in excess of three hours. Only one Per Diem application will be paid per calendar day (e.g. if a committee meeting is held on the same day as the Board, only one Per Diem can be charged). The Per Diem for the Board of Director’s falls within the range of $360 to $420 and includes an annual retainer within the range of $9,200-$10,800 for the chairperson and within the range of $4,600-5,400 for Directors.3
    • Code of Conduct: The Financial Administration Act requires Board Directors of Crown Corporations to disclose the nature and extent of interest in any material contract with the Corporation. In addition to the FAA, PPP Canada has a Board Charter to guide the behaviour of its Directors.

  1. Articles of Incorporation.
  2. Treasury Board Secretariat Guidelines: Corporate Governance in Crown Corporations and Other Public Enterprises, http://www.tbs-sct.gc.ca/gov-gouv/entreprise/entreprise01-eng.asp.
  3. P.C. 2009-651, April 24, 2009