Members of the Board of Directors of the Technical Standards & Safety Authority (TSSA) are remunerated in a manner that enables the organization to attract high-calibre directors to support the organization's commitment to corporate governance excellence, while remaining accountable to all stakeholders through transparent compensation practices that are fiscally prudent.
The remuneration levels for the Board Chair, Vice Chair, Committee Chairs and directors are based on a combination of annual retainers and meeting fees. Remuneration rates are regularly reviewed against comparable non-government regulatory bodies. The Board often retains an external consultant in reviewing remuneration rates to ensure independence and objectivity.
The most current remuneration levels are as below:
Retainer Fees
Directors are paid the following amounts annually as retainer fees:
Board Chair: $56,000;
Vice Chair: $18,000 (unless already receiving a retainer as a Committee Chair);
Committee Chairs: $23,000 (unless already receiving a retainer as Board Chair); or
Retainer fees are intended to compensate directors for overall board service, including limited to the following:
Attending any meeting of less than 30 minutes;
Preparation for meetings;
Meetings to solely review agendas and meeting materials;
Meetings between directors including with the Board Chair; and
Routine meetings with management or third parties such as auditors and consultants.
If a director's role changes during a quarter, the retainer amount payable shall be prorated as of the date of the change in status.
With board approval on the recommendation of GHRC, a director's retainer fees may be suspended, including retroactively, based on a finding that the director is or was no longer performing the essential functions of a director or for a serious breach of a board policy.
Meetings
Meeting remuneration is intended to compensate directors for the significant time investment associated with preparing for and attending meetings of the board and committees and certain other meetings.
Remunerable meetings include (whether attended in-person or virtually):
Board and committee meetings.
Ad hoc or emergency board or committee meetings at the request of the Board Chair or committee Chair.
New director orientation
Meetings of Board Chair and committee Chairs to discuss a range of board-related issues
Director education sessions and site visits arranged by TSSA (unless scheduled on the same day as a remunerable meeting)
Meetings with advisory councils or advisory council chairs
Non-routine meetings with management or third parties such as auditors and consultants requiring special preparation
Meetings with the Minister or Ministry staff with or without the CEO or other TSSA management attending, and preparatory pre-meetings with TSSA management for same
Mandatory government training modules or other activities satisfying external preconditions of serving as a TSSA director
Meetings to interview potential board members; and
Participating in working groups or other support activities at the request of management such as for policy reviews or bid reviews.
Remunerable meetings do not include:
Meetings and activities compensated through retainer fees, including meetings scheduled for 30 minutes or less regardless of purpose;
Attending voluntary or optional meetings, such as of a committee of which the director is not a member and optional director development and education sessions, unless attendance is requested by that committee's chair, the Board Chair or Vice Chair; and meetings or events intended to build relations or goodwill or for a primarily social purpose, unless attendance is requested by management.
A meeting longer than 30 minutes and up to two hours will be remunerated at $500. A meeting longer than two hours will be remunerated at $1,000. Regardless of the number of meetings, the maximum daily meeting fee shall be $1,500.
Meeting time shall primarily be based on the scheduled meeting time but may be adjusted based on a director's actual attendance time. A series of related meetings, as determined by the Board Chair, including meetings held over different days that could reasonably have been held on the same day, shall be treated as a single meeting.
Travel Time
Directors are eligible for compensation for travel time to and from meetings as follows:
$500 for round-trip travel per meeting where one-way travel time (by the fastest route) is between two and three hours; and
$1,000 for round-trip travel per meeting where one-way travel time (by the fastest route) is more than three hours.
Travel time is calculated using a web mapping application for continuous travel from the Director's residence or place of business in Ontario to the meeting venue. An alternate startpoint or endpoint may be used if reasonable in the circumstances.
Reimbursement of Expenses
Directors are eligible for reimbursement of reasonable expenses incurred for attending meetings or other TSSA business, subject to general corporate policies on expense reimbursement.
Directors seeking reimbursement of expenses are required to exercise integrity, prudence and good judgement, claiming only expenses that are both objectively reasonable and that would not create negative public perception. Preference should be given to the lowest cost option, while considering factors such as convenience, safety, and overall value. Expense reimbursement may be denied or reduced where the expense could have been avoided or significantly reduced or are contrary to the corporate employee expense policy.
For board expenses incurred by TSSA directly, the Corporate Secretariat shall ensure good value for money by applying procurement practices such as obtaining three quotations for venue bookings and negotiating corporate rates for hotels.
Meal Expenses
Meal expenses are only reimbursable where the director is engaged in travel on TSSA business outside the head office area, subject to the following:
Meal claims in one day shall not exceed $70 excluding taxes and tip. For individual meals, directors should use discretion. The guideline is $20 for breakfast, $20 for lunch and $30 for dinner.
Meal expenses may include a gratuity (tip) of up to 15% of the after-tax cost of the meal. Alcoholic beverages are not reimbursable.