Code of Conduct

Board-Specific Code of Conduct

Expectations of a Director
Every director is expected to:

• diligently fulfill the legal requirements and obligations of a director;
• comply with this Board Charter and with TSSA's Code of Business Conduct;
• devote sufficient time to Board affairs;
• assist TSSA in the achievement of corporate strategic objectives;
• ensure that he or she and the Board as a whole act in the best interests of TSSA rather than in the interests of an individual director or any other interests; and
• monitor his or her continued ability to meet these expectations.

Any director who believes that his or her ability to meet these expectations is at risk, or may appear to be at risk, shall advise the Chair of the Board and together they will consider whether the director should offer to resign or take a leave of absence.

The need to take such action may arise in the following circumstances:

• a change in affiliation or employment;
• accepting membership in a TSSA advisory council;
• adopting an adversarial position toward TSSA;
• being appointed a spokesperson for a regulated industry sector;
• being appointed to any other position that creates or appears to create inherently conflicting responsibilities;
• seeking an elected office; and
• being unable to attend meetings consistent with the established standard or participate in Board and committee meetings.

Specific Conduct as a Director
To enable the Board to discharge its collective responsibilities for stewardship, including oversight and strategic leadership, each director shall:

• maintain independence and objectivity;
• conduct himself or herself fairly, ethically and with integrity;
• contribute views based on his or her unique skills and experience;
• bring to the attention of the Board the perspective of a sector (if any) that he or she reflects, while continuing to act in the best interests of TSSA;
• act consistently with TSSA's statutory and contractual obligations related to the organization's delegated responsibilities;
• exercise authority as a Board member only at meetings of the Board or its committees or as specifically delegated by the Board;
• direct all external inquires to the Board Chair and/or President and CEO
• address any requests of TSSA management to the CEO or to the Corporate Secretary;
• monitor potential conflicts of interest he or she may have regarding any matters before the Board; and
• declare any potential conflicts promptly to the Board and abstain from discussion and voting on any related matter.

Potential conflicts of interest include a personal or professional interest or obligations in a matter requiring Board decision, arising either directly (e.g. through an ownership or employment interest) or indirectly (e.g. through potential benefit from participation in a sector).

Compliance
A director who has concerns about his or her own conduct or the conduct of another director regarding compliance with this Code should raise those concerns with the Chair of the Board. The Chair of the Board may seek the advice of the GHRC and will communicate his or her decision directly to the director whose conduct is at issue.

If a director does not accept the decision of the Chair of the Board, he or she may request that the Board address the matter. In that event, the matter will be reviewed by the GHRC, which will recommend to the Board a motion to approve, amend or replace the decision of the Chair of the Board.

TSSA's by-laws provide that a director may be removed by a special resolution of the members. With respect to Minister-appointed directors, this power is subject to the receipt of notice from the Minister.

Annual Affirmation and Review
Directors sign annually an affirmation that they have read and understood and will comply with this Code. The GHRC reviews this Charter and Code annually and may recommend changes to enhance its effectiveness in ensuring achievement of the level of conduct expected of all Board members.

Requests for Clarification
Requests for clarification of this Charter and Code or of any other aspect of a TSSA Board Director's responsibilities should be directed to the Chair of the Board.