• 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 is directly responsible to the Ontario Minister of Government Services 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 the annual State of Public Safety report. The Annual General Meeting where the Board presents its Annual Report is open to the public.

TSSA's accountability is also fostered by the active participation of Minister appointed members on its Board and through the advice received from its Consumers and Industry Advisory Councils.

The Discretionary Services Policy is made in recognition of TSSA's commitment to accountability and transparency, and in support of discharging its delegated responsibilities with diligence, fairness and integrity.

Financial Reporting and Information Systems Controls
Audit, Finance and Risk Committee monitors and reports to the Board on the effectiveness of the organization's financial reporting controls and information systems internal controls through an internal audit function that has shared reporting to Audit, Finance and Risk Committee and management.

Board Composition
The Board consists of 13 members: nine elected members with at least three with work experience in TSSA's regulated sectors and at least three not directly reflective of the sectors; three members appointed by the Ontario Minister of Government Services; and the President and Chief Executive Officer. Elected directors may serve a maximum of three consecutive three-year terms.

The Governance and Human Resources Committee broadly seeks nominations of qualified individuals from a number of sources including from Consumers and Industry Advisory Councils and may use an external search firm to assist in Board recruitment. In nominating individuals for election, the Committee seeks to ensure that the Board has a mix of skills and experience to provide appropriate leadership and strategic direction to TSSA. The Board regularly updates a Board Member Profile and conducts a skills Inventory to support and direct its recruitment. In addition, all directors receive an orientation prior to attending their first meeting and are supported by an ongoing director development program.

Board Performance
The Board Charter includes a Board-Specific Code of Conduct that specifically outlines the conduct expected of each director. Each year, every director is required to sign an affirmation that they have read, understood and will at all times act in accordance with the Board Charter.

The Board Charter states:

All directors participate in annual Board, Board Chair, Committee Chairs, committee and peer evaluations evaluation administered by an independent third party under the supervision of the Governance and Human Resources Committee. The evaluation determines compliance with this Charter, other Board policies, and the effectiveness of the Board, Board Chair, Committee Chairs and individual directors.

To ensure full and frank participation, the Board evaluation is administered and a report prepared by an independent third party. The results of the evaluation are provided to all Board members (individual assessments are provided to each member together with average results for all individual directors) and discussed at an annual Board retreat. In addition, the Chair conducts a post-evaluation discussion with each director. The evaluation is used to identify opportunities to enhance the corporate governance practices and focus Board and director development initiatives.


Compensation

Pay Policy
TSSA's compensation philosophy is to pay a competitive total compensation package in order to attract and retain exceptional resources in the industry, while remaining accountable to all stakeholders through transparent compensation practices that are fiscally prudent.

Based on yearly market data collected by an external consulting firm, creating a blend from the public and private sectors, TSSA's pay policy provides base compensation at the median of market comparators utilizing greater Toronto area comparators for all non-executive employees and national data for the executive group. Earned variable pay compensation targets are also established at the median of market.

Annual salary reviews are conducted and, at the discretion of the organization and within the overall budget approved by the Governance and Human Resources Committee of the Board, increases are administered on a merit basis with consideration to internal equity, external competitiveness (market data) and individual performance. In addition, TSSA adheres to the requirements of the Pay Equity Act. Reinforcing a performance culture and providing compensation that is competitive and appropriate for the organization, eligible employees must meet basic performance criteria in order to be eligible for variable pay. Variable pay is awarded on exceeding key performance objectives.


Board Remuneration
Members of the Board of Directors are remunerated in a manner that enables the organization to attract high caliber 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. With the aid of an external consultant, the levels of remuneration for the Board chair, committee chairs and directors are established based on a combination of annual retainers and meeting fees. Director total compensation levels are triennially reviewed against industry comparators within crown corporations and non-government regulatory organizations and associations. A blend of the market median of these comparators is utilized to establish compensation levels for retainers and meeting fees.

Independence from Management
TSSA's corporate governance policies require that separate individuals hold the positions of Chair and President & CEO. At each Board and Committee meeting, an in camera session is held without management.

The Standing Committees
TSSA requires all directors to be a member of one of the two standing committees: Audit, Finance and Risk (AFRC); and Governance and Human Resources (GHRC). The GHRC has specific composition requirements outlined in the By-laws that include the Chair and a Minister appointed member. The AFRC assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the organization. AFRC's role includes the oversight of:

• financial information provided to stakeholders and the Ontario Government;
• organization's processes to manage public safety risk, business and financial risk;
• the review and recommendation of the organization's budgets;
• compliance with applicable legal, ethical and regulatory requirements;
• the external auditing firm engaged to prepare or issue an audit report on the financial statements of the organization.
  

• Board governance (including Board ethics, performance, succession, education and development, and policies; Board composition and recruitment);
• human resources (including performance, compensation, succession, and occupational health and safety);
• leadership
• corporate strategy; and
• communication and disclosure.
  

For more information about TSSA's Board of Directors or governance practices, please contact David Scriven, Corporate Secretary.