Governance policy issued by the Board of directors of Accessibility Standards Canada

From: Accessibility Standards Canada

On this page

  1. Interpretation
  2. Introduction
  3. Board of director meetings
  4. Evaluations
  5. Current Standing committees
  6. Terms of reference for Standing committees
  7. Governance policy review and revision
  8. Effective date and publication

1. Interpretation

The definitions in By-law number 1 have the same meaning in this Governance policy aside from:

Governance policy means this Governance policy as amended from time to time.

Independents or Independent member means persons who at the time of their appointment as a Committee member are not a Director or Accessibility Standards Canada Staff.

NCR means the National Capital Region.

2. Introduction

2.1 Accessibility Standards Canada

2.1.1 The act established Accessibility Standards Canada with the mandate to contribute to the realization of a Canada without barriers.

2.2 Governance policies of Accessibility Standards Canada

2.2.1 This Governance policy is made by the Board further to the authority provided by By-law.

2.2.2 This Governance policy sets out provisions respecting the governance of the Board and application of By-law.

3. Board of director meetings

3.1 Annual meeting calendar

3.1.1 The Board must hold at least 3 Regular meetings each fiscal year and no more than 5 Regular meetings in a fiscal year.

3.1.2 The Board must prepare an annual meeting calendar once each fiscal year for the purposes of the following fiscal year as part of its strategic planning. The calendar must indicate:

  1. all Regular meetings and which of these will be designated in whole or in part as the Annual public meeting
  2. the week or at a minimum the month of each meeting
  3. the city or at a minimum the province or territory of each meeting

3.2 Regular meetings

3.2.1 The Board must hold at least one Regular meeting in the NCR each fiscal year. Regular meetings in other locations must be held within Canada and the Board should endeavour to meet in all regions of the country over time.

3.2.2 Directors may join Regular meetings by means of teleconference, videoconference or other accessible virtual platforms. Directors who participate in a meeting by such means are deemed to be present at the meeting.

3.2.3 Directors must inform the Chair or Vice-Chair if they are not able to attend a Regular meeting and include the circumstances preventing them from attending. Directors who fail to do so are deemed to have an unauthorized absence.

3.2.4 The Chair determines the specific timing and location of Regular meetings in consultation with the Vice-Chair and CEO. Notice of Regular meetings must be sent to Directors and the CEO at least 30 calendar days in advance of a meeting.

3.2.5 The CEO determines the participation of Accessibility Standards Canada Staff and the Chair determines the participation of guests from outside of Accessibility Standards Canada in consultation with the Vice-Chair and CEO. Staff and guests may be invited to present on or support discussion of an agenda item.

3.2.6 Agendas for Regular meetings should consist of sufficient content and material to necessitate a meeting of at least 2 days in duration. Regular meetings may be of longer duration up to a maximum of 4 business days within a calendar week.

3.2.7 The Chair determines Regular meeting agendas in consultation with the Vice-Chair and CEO. Regular meeting agendas should at least include the following items:

  1. reports from the Chair, CEO and Chief or Deputy Chief Financial Officer
  2. approval of the meeting agenda
  3. the adoption of minutes from a previous Regular meeting as well as any Annual public meeting or Special meeting held in the interim
  4. business arising from the minutes
  5. correspondence and updates
  6. updates from Standing committees and any active Advisory committees
  7. updates from Technical committees
  8. items for decision and motion statement
  9. the open agenda item “other business”
  10. an in-camera session

Meeting agendas must be sent to Directors and the CEO at least 10 calendar days in advance of a meeting.

3.2.8 Any Director may propose an agenda item to the Chair and Vice-Chair in writing through email.

3.2.9 The Chair determines the type of meeting materials required to support each Regular meeting in consultation with the Vice-Chair and CEO. Meeting materials, including in formats accessible to Directors, must be sent to Directors and the CEO at least 7 calendar days in advance of a meeting and of sufficient quality to support Board discussion and the decision making process.

3.2.10 The Corporate secretariat keeps the minutes of Regular meetings and seeks approval of the minutes from the CEO, Chair and Vice-Chair prior to inclusion in the meeting agenda of the next Regular meeting. Regular meeting minutes should include the following:

  1. participation of Directors and the CEO
  2. participation of Accessibility Standards Canada Staff and guests
  3. the title of each agenda item
  4. the title of each meeting material
  5. a brief summary of each agenda item
  6. each motion voted on and whether it was carried

3.2.11 Following the adoption of the minutes by the Board, the minutes as adopted must be sent to Directors and the CEO within 15 calendar days of the Regular meeting, where approved.

3.2.12 The minutes of Regular meetings must be available to the public, published online in an accessible format within 30 calendar days of the Regular meeting, where approved, and made available in alternate formats upon request.

3.3 Annual public meeting

3.3.1 The Board may hold the Annual public meeting at any location within Canada as deemed appropriate by the Board.

3.3.2 The provision respecting the determination of specific timing and location for Annual public meetings is the same as for Regular meetings except that notice of the Annual public meeting must be sent to Directors and the CEO, available to the public and posted online in an accessible format at least 60 calendar days in advance of a meeting, and made available in alternate formats upon request.

3.3.3 Individuals and organizations should register to attend an Annual public meeting and may indicate any accommodation requests. The notice of meetings should indicate a deadline for registrations of 30 days from the day the notice is posted. The Chair determines whether individuals or organizations who attend without registering may be included depending on the availability of space.

3.3.4 Individuals and organizations may make submissions to the Board in advance of an Annual public meeting requesting that the Board address an item as detailed in their submission. The notice of meetings should include a deadline for submissions of 30 days from the day the notice is posted. The Board should respond to all requests indicating whether the item will be addressed or not. If the item will not be addressed at the meeting, the Board should address it in writing or by other means.

3.3.5 The provision respecting the participation of Staff and guests for Annual public meetings is the same as for Regular meetings.

3.3.6 Agendas for the Annual public meeting portion preceding or following any Regular meeting should consist of sufficient content and material to support at least a half day meeting. The public portion of Annual public meetings may be of longer duration up to a maximum of 1 business day.

3.3.7 The Chair determines Annual public meeting agendas in consultation with the Vice-Chair and CEO. Annual public meeting agendas should at least include the following items:

  1. remarks from the Chair and CEO
  2. departmental reporting and planning highlights
  3. guest speakers when applicable
  4. submissions made by individuals or organizations that will be addressed at the meeting
  5. open session for questions and answers

Annual public meeting agendas must be sent to Directors and the CEO, available to the public and published online in an accessible format at least 20 calendar days in advance of a meeting, and made available in alternate formats upon request.

3.3.8 The Chair determines the type of meeting materials required to support each Annual public meeting in consultation with the Vice-Chair and CEO. Annual public meeting materials must be sent to Directors and the CEO, available to the public and published online in an accessible format at least 7 calendar days in advance of a meeting, and made available in alternate formats upon request.

3.3.9 The provisions respecting the minutes of Annual public meetings are the same as for Regular meetings except that Annual public meeting minutes should include:

  1. participation of Directors and the CEO
  2. participation of Accessibility Standards Canada Staff and guests
  3. participation of registered organizations
  4. the title of each agenda item
  5. the title of each meeting material
  6. a brief summary of each agenda item

For greater clarity, the minutes of Annual public meetings will be kept separate from the minutes of any Regular meeting portion preceding or following an Annual public meeting, and will also be published online separate from any such minutes.

3.4 Special meetings

3.4.1 Special meetings may be called by the Chair, Vice-Chair or CEO.

3.4.2 Recognizing the purpose of such meetings, and limitations of meetings held by such means, Special meetings should not be of longer duration than 2 hours.

3.4.3 The provision respecting the determination of specific timing for Special meetings is the same as for Regular meetings except that notice of Special meetings must be sent to Directors and the CEO at least 7 calendar days in advance of a meeting.

3.4.4 The provision respecting the participation of Staff and guests for Special meetings is the same as for Regular meetings.

3.4.5 The provision respecting the type of meeting materials for Special meetings is the same as for Regular meetings except that they must be sent at least 5 calendar days in advance of a meeting.

3.4.6 The Chair determines Special meeting agendas in consultation with the Vice-Chair and CEO. Meeting agendas should at least include the following items:

  1. roll call to open the meeting
  2. approval of the meeting agenda
  3. items for decision and motion statement

Meeting agendas must be sent to Directors and the CEO at least 5 calendar days in advance of a meeting.

3.4.7 The provisions respecting the minutes of Special meetings are the same as for Regular meetings.

3.5 Conduct of meetings

3.5.1 The Chair or Vice-Chair must be present at meetings in order for a meeting to take place unless a Director has been authorized by the Minister to act as Chair for a term of 90 days or less. The Vice-Chair acts as Chair in presiding over Board meetings in the event that the Chair is absent from all or part of a meeting. In the event that the Chair and Vice-Chair are both absent from part of a meeting on account of urgent business, the Board may select a Director to temporarily act as Chair, until the Chair or Vice-Chair returns to the meeting.

3.5.2 Meetings must ensure full and equal participation of all Directors, be conducted in an inclusive manner, and include accessibility features and accommodations.

3.5.3 Directors interested in speaking should indicate their interest to the Chair. The Chair shall maintain a list of speakers during meetings and will frequently communicate to Directors the order of speakers on the list.

3.5.4 Motions may be made by any Director and the CEO may recommend motions to the Board. Motions may be made in advance of meetings for inclusion in the meeting agenda or at any point during the meeting. Prior to discussion of a motion, a Director must move the motion and another Director second it, in order for the motion to be discussed.

3.5.5 The Board must endeavour to operate on the principle of consensus-based decision making. Consensus is the substantial agreement of Directors with a motion, including resolution of all significant concerns and comments, and implies a motion be carried by more than a majority, but not necessarily unanimity. Consensus requires that all concerns and comments be discussed fully and fairly prior to a motion being voted on.

3.5.6 The Chair must assist the Board in operating by consensus-based decision making by:

  1. soliciting discussion on items after a motion has been made
  2. ensuring that each concern or comment raised is discussed fully and fairly
  3. asking Directors if it would be helpful for the Chair to summarize discussion on each item to reflect the “sense of the discussion”
  4. providing opportunity for a motion to be revised by the Director who first made the motion or amending the motion on behalf of the Director as required

3.5.7 In-camera sessions are reserved for Directors only and provide the Board an opportunity to discuss in confidence. The Board may hold a partially open in-camera session and the Chair may invite the CEO or any other person.

3.6 Conduct between meetings

3.6.1 Motions for items to be voted on between meetings through email may be made by any Director and the CEO may recommend motions to the Board. Directors and the CEO must make motions in writing to the Chair and Vice-Chair through email.

3.6.2 The Chair administers voting through email by:

  1. presenting the motion to the Board and indicating a voting period of 48 or 24 hours
  2. receiving and tallying votes following the voting period

3.6.3 The Board should consider voting on items by way of Special meeting if the item could benefit from further discussion in order to respect the principle of consensus-based decision making. The Board must vote on any item by way of Special meeting if such a meeting is called for by the Chair, Vice-Chair or CEO.

3.7 Voting

3.7.1 Directors may cast a positive or negative vote, or abstain from voting.

3.7.2 During meetings, Directors cast their vote or abstain by indicating their intention to the Chair. For the purposes of Regular meetings, any Director may make a motion for a vote to be administered as a written vote or private vote. Such motion, if seconded by any other Director is deemed to be approved by the Board as a whole.

3.7.3 The Chair must indicate the count of positive votes orally during meetings and through email between meetings.

3.7.4 The Chair and Vice-Chair may vote and their votes are counted in the same form as other Directors.

3.7.5 Proxy votes are not permitted. For greater certainty, a Director who is absent during a meeting or unavailable to vote between meetings may not cast a vote by other means, including by proxy votes.

3.7.6 A lost motion may be made again on the basis of revision or other considerations.

3.7.7 The Board must vote on all motions made and accepted. The Board must also vote on any other matter that would constitute a decision of the Board.

4. Evaluations

4.1 Establishing evaluation mechanisms

4.1.1 The Board must establish mechanisms for the annual performance evaluation of the following:

  1. the Board
  2. Standing committees and Advisory committees
  3. the CEO

The Board must also ensure the review of these mechanisms at least every 2 years to ensure their efficiency and effectiveness.

5. Current Standing committees

5.1 Current Standing committees

5.1.1 The Board must appoint the following Standing committees:

  1. governance
  2. nominations
  3. strategic planning
  4. external relations
  5. performance appraisal

6. Terms of reference for Standing committees

6.1 Composition of Standing committees

6.1.1 Standing committees are comprised of a minimum of 3 Committee members and a maximum of 5 members as appointed by the Board. Up to 3 members may be Directors, one of whom is appointed by the Board as Committee chair, and up to 2 members may be Independents.

6.2 Term

6.2.1 The term of Committee members commences immediately upon Board approval of appointment and members may serve for a term of not more than 2 years. The term can be renewed by the Board.

6.3 Appointment

6.3.1 The Chair recommends for Board approval the appointment of Directors to each of the Standing committees.

6.3.2 If a Director who is not the Committee chair resigns or is unable to act in their position on a Standing committee before the completion of their term, the Chair recommends a replacement for Board approval.

6.3.3 If a Committee chair resigns or is unable to act in their position on a Standing committee prior to the completion of their term, the Chair determines who will temporarily act as Committee chair in waiting a decision from the Board to appoint a new Committee chair.

6.4 Roles

6.4.1 Standing committees are responsible for:

  1. reviewing best practices and any new federal requirements on a continuous basis to inform their work
  2. undertaking ongoing review and assessment of matters within the scope of their work
  3. advising the Board on any issues observed regarding matters within the scope of their work that the committee determines the Board should be made aware of
  4. submitting its annual work plan to the Board for approval at the beginning of each fiscal year
  5. taking into account directions issued by and requests received from the Board
  6. taking into account any general directions issued by the Minister to Accessibility Standards Canada in relation to their work
  7. making recommendations to the Board including by providing strategic advice and direction
  8. performing any other duties and responsibilities as assigned by the Board
  9. informing the Board as soon as possible in writing if a Committee member, including the Committee chair, resigns or is unable to act in their position
  10. the responsibilities outlined in the terms of reference as they apply to each of the current Standing committees

6.4.2 The Committee chair is responsible for:

  1. establishing an annual calendar of meetings and work plan for the committee in consultation with Committee members
  2. determining meeting agendas, the timing and location of meetings, the participation of guests from outside of Accessibility Standards Canada and the type of meeting materials required to support each meeting in consultation with Committee members and with support from the Corporate secretariat
  3. presiding over meetings and assisting the committee in operating by consensus-based decision making
  4. providing updates to the Board during Regular meetings
  5. seeking required approvals from and submitting recommendations to the Board
  6. informing the Board in writing if a Committee member has 3 consecutive unauthorized absences from committee meetings

6.4.3 Committee members are responsible for:

  1. attending committee meetings
  2. contributing to discussion and voting as well as other committee activities
  3. applying their experience and expertise to committee matters
  4. raising concerns and comments with the objective of achieving excellence, and advancing accessibility and inclusion

6.4.4 The CEO is responsible for determining Accessibility Standards Canada Staff who will regularly attend and participate in committee meetings.

6.5 Standing committee meetings

6.5.1 Standing committees may meet as required as deemed appropriate by the committee for the matters under consideration.

6.5.2 Standing committees must meet at least 2 times each fiscal year and no more than reasonably required. Standing committees should generally meet by teleconference, videoconference or other accessible virtual platforms, and when meeting face-to-face, committees should seek to do so before or following a Regular meeting of the Board.

6.5.3 Committee members may join face-to-face meetings by means of teleconference, videoconference or other accessible virtual platforms. Members who participate by such means are deemed to be present at the meeting.

6.5.4 Committee members must inform the Committee chair if they are not able to attend a committee meeting and include the circumstances preventing them from attending. Committee members who fail to do so are deemed to have an unauthorized absence.

6.5.5 In seeking recommendation from the Chair and CEO, and approval from the CEO or delegate, prior to undertaking a face-to-face meeting, Standing committees must include the agenda for the proposed meeting as well as estimated travel expenses and per diems.

6.5.6 Committee members may be compensated for travel expenses and travel per diem when travelling for committee business.

6.5.7 Committee members who are Directors may be compensated for salary per diem when preparing for and attending committee meetings.

6.5.8 When meeting face-to-face, agendas must consist of sufficient content and material to necessitate a meeting of at least 1 full day in duration, and of sufficient content and material to support the planned duration up to a maximum of 2 business days within a calendar week.

6.5.9 Meeting materials, including in formats accessible to Committee members, must be of sufficient quality to support committee discussion and the decision making process.

6.5.10 The committee must keep the approved minutes of meetings for distribution to the Board and CEO. Minutes should include:

  1. participation of Committee members
  2. participation of other Accessibility Standards Canada Staff and guests
  3. the title of each agenda item
  4. the title of each meeting material
  5. a brief summary of each agenda item
  6. each motion voted on and whether it was carried

6.6 Authority of Standing committees

6.6.1 Committees have the authority to make recommendations to the Board. Committees may only make decisions in respect of their activities and in accordance with their terms of reference.

6.7 Standing committee decisions

6.7.1 Any Committee member may make motions in advance of meetings, during meetings or between meetings. Committee members other than the Committee chair must make motions to the Committee chair in writing through email in advance of or between meetings. Motions do not necessarily need to be moved or seconded in order for the motion to be discussed or put to vote.

6.7.2 Committee members may cast a positive or negative vote, or abstain from voting.

6.7.3 During meetings, Committee members cast their vote or abstain by indicating their intention to the Committee chair. Between meetings, Committee members cast their vote or abstain by indicating their intention in writing to the Committee chair through email.

6.7.4 In the event of a tie, a motion is considered lost. A lost motion may be made again on the basis of revision or other considerations.

6.7.5 Standing committees must vote on all motions and any matter that would constitute a decision of the committee.

6.7.6 Quorum is the currently serving Committee members less one member.

6.7.7 Motions must be carried by a majority of currently serving Committee members.

6.8 Governance committee

6.8.1 The purpose of the governance committee is to provide strategic advice and direction to the Board with respect to the By-laws and Governance policies of the Board as well as other governance issues.

6.8.2 The governance committee must develop, maintain and regularly review the following:

  1. a mechanism for the review of By-law
  2. a mechanism for the review of Governance policy
  3. the orientation materials and program for new Directors as well as materials or programs to support the development or training of existing Directors
  4. a code of conduct regarding the conduct of the Board that includes a values statement for the Board, as well as provisions respecting conflict of interest and disclosures of wrongdoing, among others based on the review and assessment of the committee
  5. a guideline regarding the travel and remuneration of Directors
  6. any other policy or procedure as requested by the Board

The committee must make initial recommendations to the Board regarding these matters by such dates as requested by the Board. Ongoing, the committee must also recommend any amendments, or any new policies or procedures, as requested by the Board, or otherwise required.

6.9 Nominations committee

6.9.1 No Directors who will be in the fiscal year of the completion of their appointment to the Board are eligible to be a member of the nominations committee.

6.9.2 The role of the nominations committee is:

  1. to recruit candidates for the Independent members for all the Standing committees and Advisory committees of the Board
  2. to recruit candidates with respect to the Board approved recruitment policy

6.9.3 The responsibilities of the nominations committee are:

  1. updating the Standing committee and Advisory committee competency and representation matrix to determine any gaps
  2. using the updated matrix to prepare a call for nominations for vacant Independent member positions
  3. acting with respect to the Board approved recruitment policy

6.10 Strategic planning committee

6.10.1 The purpose of the strategic planning committee is to provide strategic advice and direction to the Board with respect to strategic planning for the Board and for Accessibility Standards Canada.

6.10.2 The strategic planning committee must oversee the development of an annual discussion of strategic planning for the Board, as well as regular discussions throughout the year, that take into consideration without limitation the:

  1. Board’s annual meeting calendar
  2. provision of strategic direction for Accessibility Standards Canada in accordance with Treasury Board departmental planning and reporting policies and directives
  3. provision of strategic direction and priorities for the development and revision of accessibility standards
  4. provision of strategic direction and priorities for research funded under the Accessibility Standards Canada Grant and Contribution Program in accordance with the Accessibility Standards Canada Grant and Contribution Program Terms and Conditions
  5. risk management of Accessibility Standards Canada

6.10.3 The strategic planning committee must develop, maintain and regularly review the following:

  1. mechanisms for an annual and regular discussions of strategic planning
  2. a 3 year strategic plan for the Board and for Accessibility Standards Canada that includes an implementation plan
  3. the Board’s annual meeting calendar

The committee must make initial recommendations to the Board regarding these matters by such dates as requested by the Board. Ongoing, the committee must also recommend any amendments as requested by the Board, or otherwise required.

6.11 External relations committee

6.11.1 The purpose of the external relations committee is to provide strategic advice and direction to the Board with respect to the involvement of persons with disabilities in Accessibility Standards Canada activities and engagement of external stakeholders.

6.11.2 The external relations committee must oversee the development of an annual discussion of external engagement plans and priorities, as well as regular discussions throughout the year, that take into consideration without limitation the:

  1. involvement of persons with disabilities in Accessibility Standards Canada’s activities, including individuals as well as accessibility and disability stakeholders, through broad engagement and consultation approaches
  2. engagement of a broad group of other stakeholders, including other federal organizations, provincial and territorial governments, other levels of government, Indigenous Canadians and stakeholders, the federally regulated private sector, and others
  3. Accessibility Standards Canada’s branding as well as the accessible formats and features of Accessibility Standards Canada’s products available to the public
  4. the Board’s Annual public meeting
  5. guests that may be invited to speak to the Board at meetings

6.11.3 The external relations committee must develop, maintain and regularly review the following:

  1. mechanisms for an annual and regular discussions of external engagement
  2. an annual communications and public engagement plan that includes an implementation plan
  3. the look, feel and tone of Accessibility Standards Canada’s departmental plans and reports
  4. the materials and processes for the Board’s Annual public meeting
  5. service standards for responses to correspondence sent to the Board or a Director as well as service standards for responses to correspondence sent to Accessibility Standards Canada

The committee must make initial recommendations to the Board regarding these matters by such dates as requested by the Board. Ongoing, the committee must also recommend any amendments as requested by the Board, or otherwise required.

6.12 Performance appraisal committee

6.12.1 The purpose of the performance appraisal committee is to provide strategic advice and direction to the Board with respect to the evaluation and performance of the Board and its committees as well as the evaluation and performance of the CEO.

6.12.2 The performance appraisal committee must review with the Board and CEO, as required, the effectiveness and efficiency of the Board and CEO in fulfilling their role, including without limitation the:

  1. number and duration of Regular meetings and Special meetings held each fiscal year
  2. type, quality and sufficiency of meeting materials
  3. quality of meeting minutes
  4. participation of Directors, Accessibility Standards Canada Staff and guests
  5. methods and processes of setting up Regular meetings and Special meetings
  6. conduct of meetings, including consensus-based decision making, and conduct between meetings
  7. the quality and utility of meeting evaluation forms
  8. communication processes between the Board, CEO and Corporate secretariat

6.12.3 The performance appraisal committee must develop, maintain and regularly review the following:

  1. a mechanism for the self-review process as per the preceding provision
  2. a mechanism for the annual evaluation of the performance of the Board
  3. a mechanism for the annual evaluation of the performance of the Board’s committees
  4. a mechanism for the annual evaluation of the performance of the CEO

The committee must make initial recommendations to the Board regarding these matters by such dates as requested by the Board. Ongoing, the committee must also recommend any amendments as requested by the Board, or otherwise required.

7. Governance policy review and revision

7.1 Review

7.1.1 The Board shall establish a mechanism for the review of this Governance policy at least every 4 years.

7.2 Revision

7.2.1 This Governance policy may be revised by way of motion in accordance with the provisions respecting quorum and voting in By-law. A motion respecting revision must be made and carried during a Regular meeting or Special meeting.

8. Effective date and publication

8.1 Effective date

8.1.1 This Governance policy takes effect on November 25, 2019, and incorporates changes effective as of November 25, 2019.

8.2 Publication

8.2.1 This Governance policy and any revisions must be made available to the public, published online in an accessible format within 30 calendar days of the effective date and made available in alternate formats upon request.

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