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Board Charter
Technical Standards and Safety Authority (TSSA's) Board of Directors (Board) has adopted this Charter as part of its commitment to high standards of corporate governance in pursuing the objects established in TSSA's Letters Patent. This Charter describes the Board's mandate, accountability and composition, and sets out a Board-Specific Code of Conduct.
More detailed information about TSSA's corporate governance is set out in the by-laws and in corporate policies, notably the Terms of Reference for a Director, the Board Member Profile and the Delegation of Authorities. The Board's activities are outlined in an annual governance work plan and recorded in minutes of meetings.
Mandate
The Board is responsible for stewardship, including oversight of the organization and taking a leadership role in the development of the organization's strategic direction. More specifically, the Board's mandate includes:
- regularly reviewing with management the strategic environment, the emergence of new risks and opportunities and the implications for TSSA's strategic direction;
- approving strategic plans that take into account TSSA's major risks and opportunities and overseeing the management of those risks;
- appointing, coaching, monitoring and assessing the performance of the Chief Executive Officer (CEO);
- charging the CEO of the organization with the general management and direction of the business and affairs of the organization;
- overseeing the appointment, training, monitoring and succession planning for senior management;
- monitoring the external communications, including public disclosures, of the organization;
- monitoring the integrity of the organization's internal control and management information systems; and
- approving the business plan and budget and ensuring the integrity of the organization's reported financial performance.
The Board oversees the performance of the CEO and management team in discharging the management and direction of TSSA's business as delegated to them by the Delegation of Authorities. TSSA has undertaken by written agreement with Ontario's Minister of Government Services (formerly the Minister of Consumer and Business Services) (Minister) that the Board will not interfere with the independent decision-making of employees exercising statutory functions.
Accountability
The Board is directly responsible to the Minister for administration of certain authority delegated to TSSA under the Technical Standards and Safety Act, 2000. The Board is committed to TSSA complying with both the letter and the intent of oversight processes established in support of the Minister's accountability to the Ontario public and to demonstrating excellence in corporate governance. In particular, TSSA annually provides the Minister with a business plan, including a three-year forecast of anticipated revenues and planned expenditures.
In addition, the Board is accountable for TSSA's performance. TSSA's performance and the Board's governance practices are disclosed in the Annual Report. Additional information on safety performance is published in annual State of Public Safety reports. The Annual General Meeting where the Board presents its Annual Report is open to the public.
Board Composition
Composition of the Board is governed by TSSA's by-laws. The Board conists of thirteen members as follows:
- Nine elected directors
- Three Minister appointed directors
- One Ex officio director: President and CEO
At least three directors shall have work experience from any of the following sectors: amusement devices, boilers and pressure vessels, elevating devices, natural gas, operating engineers, petroleum, propane, ski lifts or upholstered and stuffed articles. At least three elected directors will be not directly related to the sectors identified above.
Elected directors may serve a maximum of three consecutive three-year terms, and retire in rotation so that some directors are elected every year.
The Board approves a Board Member Profile and the Governance and Human Resources Committee (GHRC) broadly seeks nominations of qualified individuals from a number of sources, including from the Industry and Consumers Advisory Councils. In nominating individuals for election, the GHRC seeks to ensure that the Board has a mix of skills and experience to provide appropriate leadership and strategic direction to TSSA. In addition, all new directors receive an orientation session prior to attending their first meeting and are supported by an ongoing director development program.
All directors participate in annual Board, Board Chair, Committee Chairs, committee and peer evaluations administered by an independent third party under the supervision of the GHRC. The evaluation determines compliance with this Charter, other Board policies and the effectiveness of the Board, Board Chair, Committee Chair and individual directors.
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