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 |
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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:
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Strategic Planning |
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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 |
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Led by its Audit, Finance and Risk Committee, the Board annually reviews an assessment of all significant corporate risks, including their probability, potential impact and mitigating actions. The most significant risks are assigned to a Board Committee for ongoing oversight. | ||||
Management Performance |
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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 |
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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. |
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Financial Reporting and Information Systems Controls |
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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 |
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The Board consists of 13 directors: seven elected directors and six directors appointed by the responsible Minister of which no more than four may have work experience in TSSA's 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 an elected director appointed as Chair, the director may serve an additional two-year term. The Board’s Nominating 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. |
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Board Performance |
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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. |
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Compensation |
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Operating By-Laws |
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Independence |
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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. |
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The Standing Committees |
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TSSA has four standing committees that assist the Board in fulfilling its oversight responsibilities:
AFRC's role includes primary oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the organization, including:
GHRC’s role includes primary oversight of:
SRAC’s role includes primary oversight of:
NC’s role includes:
For more information about TSSA's Board of Directors or governance practices, please contact Tom Ayres, Corporate Secretary. |
To learn more about our Code of Conduct and Board Charter, please follow the below link:
Contact(s)