Governance

Board Charter and Code of Conduct

Committed to the principles of transparency and accountability, the Board of Directors, executive leadership and all employees at the Technical Standards and Safety Authority (TSSA) strive to be leaders in safety. Our governance structure helps us to achieve this goal.

Areas of Governance

The Board Charter

The Board Charter outlines the mandate of the Board as follows:

The Board of Directors 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;
Appointing the Chief Safety and Risk Officer (CSRO) upon the consent of the Minister and directing the CSRO to prepare reports pursuant to the memorandum of understanding with the Minister;
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.

Strategic Planning

The Board reviews and approves the strategic plan at the December Board meeting and the supporting business plan and budget at the following April meeting. In addition, the Board holds an annual strategic planning meeting to consider emerging risks and opportunities.

Management of Corporate Risks

Led by its Audit, Finance and Risk Committee, the Board annually conducts a detailed assessment of all corporate risks and appropriate mitigating actions. These risks are reviewed as to their probability and potential impact. Every identified risk is assigned to one of the two standing committees of the Board.

Management Performance

The Board evaluates the performance of the CEO against performance objectives established prior to the fiscal year. This evaluation is conducted at an in camera session and is supported by a mid-year review of CEO performance. The CEO reports annually to the Board through the Governance, Safety and Human Resources Committee on executive leadership performance and succession planning.

Accountability

As a not-for-profit organization with a mandate that includes unique delegated safety responsibilities, the Board recognizes its accountability to the public. To this end, the Board Charter states:

The Chair is directly responsible to the Minister for the performance of the corporation and the Board acknowledges that accountability to the Minister is through the Chair. 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.

TSSA's accountability is achieved through the delivery to the Minister and posting on the web site of a Strategic Plan, Business Plan, Annual Report and Annual Public Safety Performance Report. In addition, TSSA's accountability is 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 Non Regulatory Business Policy (formerly known as New Business 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

The 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 the Audit, Finance and Risk Committee and management.

Board Composition

The Board consists of 13 directors: seven elected directors and six directors appointed by the responsible Minister of which at least three are required to have work experience in TSSA's regulated sectors and at least three are required to not have work experience directly reflective of the regulated sectors. Except in the case of a director who is appointed as Chair by the Minister, all elected directors may serve a maximum of five consecutive two-year terms, and retire in rotation so that some directors are elected every year. In the case of the director appointed as Chair, the director may serve an additional two-year term.

The Governance, Safety and Human Resources Committee broadly seeks nominations of qualified individuals from a number of sources including from TSSA's 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 Competency Criteria 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 Board member evaluations no later than once every two years in accordance with best practices. The review is facilitated by an independent third party under the supervision of the Governance, Safety 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 and is considered in making nominations.

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 on 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 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, Vice 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.

The most current remuneration levels are as follows:

Annual Retainers

Annual retainer means a fixed annual amount payable to a Director for overall board service, including preparation for meetings.

The following annual retainers will be paid quarterly for the quarter completed:

Board Chair: $45,000;
Vice Chair: $15,000 (unless already receiving a retainer as committee chair);
Committee Chairs $18,500; and
Directors: $12,500.

Annual retainers include, where applicable:

Any meeting less than 30 minutes;
Board Chair, Vice Chair and Standing Committee Chair meetings to develop agenda and review supporting materials prior to distribution to directors;
Director evaluation follow-up meetings;
Standing committee orientations.
Participating in director education sessions of other Standing Committees in person or by teleconference/webinar; and
Attending other Standing Committee meetings voluntarily.

Meetings

Meetings include:

Board and Standing Committee meetings;
Ad hoc committee meetings at the request of the Board Chair or standing committee Chair; Ad hoc committee meetings at the request of the Board Chair or standing committee Chair;
Board orientation and other director education sessions (such as site visits); and
Attendance at any other meetings (such as meetings with government representatives) excluding social events, at the request of the Board Chair, Vice Chair or Committee Chairs.

A meeting three hours or longer will be remunerated at $1,000. A meeting longer than half an hour and less than three hours will be remunerated at $500. Meetings may be attended in person or by teleconference.

The maximum daily meeting fee, regardless of the number of meetings, shall be $1,500.

Travel Days

$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 includes departure from the Director's residence or place of business to the destination where the meeting will be held.

Independence

TSSA's corporate governance policies require that separate individuals hold the positions of Chair and President and Chief Executive Officer (CEO).

All directors on the TSSA Board of thirteen members are independent. TSSA's Standing Committees are comprised of all independent directors and the Board and all Standing Committees include an in camera session without the President and CEO and other members of management at every regularly scheduled meeting.

The Standing Committees

TSSA requires all directors to be a member of one of the four standing committees: Audit, Finance and Risk (AFRC); and Governance, Governance and Human Resources Committee (GHRC); the Safety and Regulatory Affairs Committee (SRAC); and the TSSA 20/20 Project Oversight Committee.

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 business and financial risk;
Information technology;
Review and recommending for approval the organization's budgets;
Compliance with applicable legal, ethical and regulatory requirements;
External audit firms engaged to prepare or issue an audit report on the financial statements of the organization, including their quality of work performed and their independence; and
TSSA's internal controls and internal audit function.

GHRC assists the Board in fulfilling its responsibilities with respect to Board governance (including board ethics, best practices, performance, succession, education and development; policies; board composition and recruitment), human resources (including performance, compensation, succession, occupational health and safety and employee engagement), leadership, corporate strategy, stakeholder relations and disclosure and enhancing customer value. The GHRC has specific composition requirements related to its nomination responsibilities outlined in the By-laws that include the Chair and a Minister appointed member.

The SRAC assists the Board of Directors in fulfilling its responsibilities with respect to:

Development of a modernized regulatory framework that emphasizes risk informed decision making (RIDM);
Achievement of enhanced safety outcomes, safety and compliance strategies;
Understanding emerging safety and regulatory best practices;
Development and implementation of initiatives to enhance public and regulated customer's awareness and understanding; and,
Oversight of management's identification of safety priorities and strategies to mitigate those identified risks, and to ensure that such priorities include current government priorities.

The TSSA 20/20 Project Oversight Committee is a time-limited committee of the board that oversees the development and implementation of an IT upgrade project.

For more information about TSSA's Board of Directors or governance practices, please contact Bonnie Rose, President and CEO.

To learn more about our Code of Conduct and Board Charter, please follow the below link:

Board Charter and Board-Specific Code of Conduct

Contact(s)