Canadian Heritage Portfolio — A Handbook for Governor in Council Appointees

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Canadian Heritage Portfolio — A Handbook for Governor in Council Appointees [PDF version - 1.49 MB]

List of acronyms and abbreviations

FAA
Financial Administration Act
CEO
Chief Executive Officer
CBC
Canadian Broadcasting Corporation
OAG
Office of the Auditor General
CRTC
Canadian Radio-television and Telecommunications Commission

Introduction

Welcome to the Canadian Heritage Portfolio.

This Portfolio, comprised of the Department of Canadian Heritage and 16 organizations, is one of the largest, most varied portfolios in the Government of Canada.

It includes 11 Crown corporations, 3 departmental agencies and 2 administrative tribunals whose activities are closely related to those of the Department. These organizations are active in the field of heritage preservation and conservation (six national museums, Library and Archives Canada, National Battlefields Commission, and Canadian Cultural Property Export Review Board), arts and culture (Canada Council for the Arts and National Arts Centre), audiovisual (Canadian Broadcasting Corporation, National Film Board of Canada, Telefilm Canada and the Canadian Radio-television and Telecommunications Commission) as well as human rights (Canadian Race Relations Foundation).

In addition to their specific mandates, the Portfolio organizations play a key role in helping the Government achieve its public policy goals and priorities. Since they involve a variety of governance structures (Crown corporations, agencies, and administrative tribunals), and are led by Boards of Directors and Heads of Organizations appointed by the Governor in Council, they maintain different relationships with the government and enjoy varied degrees of autonomy. It is therefore important that you have a strong understanding of the relationship between the organization you represent and the people of Canada as represented by Parliament.

The Portfolio Affairs Office of the Department of Canadian Heritage has developed this handbook for new Governor in Council appointees of organizations that report to Parliament through the Minister of Canadian Heritage and, in the case of the Canadian Race Relations Foundation, the Minister responsible for the Canadian Multiculturalism Act. It is intended as a very general overview of the role and responsibilities of board members in these public institutions, which differ somewhat from private-sector corporations or not-for-profit corporations. The staff of the institution to which you have been appointed will brief you on the specifics of its mandate and operations. If necessary, they will refer you to resources and training you may require in order to perform your duties effectively. This document should help you in placing your mandate and those operations within the bigger picture of the functioning of the Government of Canada.

Arm’s length principle

As you are reading this guide, please remember that the specificities of your organization may not be referenced in each section because of its enabling legislation. The nature of your organization determines its degree of autonomy (arm’s length) to government. In other words, the greater your organization’s autonomy and the less subject it is to direction and control by the Minister and central agencies, the greater are its responsibilities and, as a result, more importance is placed on the principles of good governance, accountability and transparency.

What’s different about public institutions

The main difference between the role of a director or trustee of a government organization and that same role in a private sector corporation, whether for profit or not, is that a public-sector board has multiple levels of accountability. The activities and decisions of public organizations are constantly under scrutiny.

The measure of success for a for-profit corporation is whether or not it makes money, and for this, it is accountable to the shareholders.

The measure of success for a not-for-profit corporation is whether or not it meets the objectives set out in its articles of incorporation, for which it is accountable to its members.

For a government body, meeting the mandate established in its governing legislation is only one piece of the puzzle. Because public institutions are ultimately accountable to the citizens, through their responsible Minister and Parliament, the activities in which public institutions engage must also meet the objectives and priorities of the government as a whole. These objectives and priorities can be found in numerous pieces of legislation, such as the Financial Administration Act or the Official Languages Act, and in over-arching policy statements like the Speech from the Throne and the Minister’s mandate letter.

Government bodies must conform to the planning, budgeting and accountability processes of government, as directed by the Treasury Board Secretariat and the Department of Finance. They must also be submitted to public oversight by parliamentary committees and the Auditor General, among others. These requirements, with respect to sound management, accountability and transparency, are a unique feature of governance in public institutions.

There are good sources of information for a better understanding of the expectations and requirements relating to the governance of federal organizations. You will find a document prepared by the Machinery of Government Secretariat in the Privy Council Office, entitled Open and Accountable Government – 2015. This document sets out duties and responsibilities of the Prime Minister and Ministers, and outlines key principles of responsible government in Canada. It also includes information on Ministers’ relations with their portfolios and provides guidance on portfolio coordination.

General overview of the Government of Canada

Canada is a constitutional monarchy and a democracy with a system of responsible parliamentary government. The structure of Canadian government is set by Canada’s written constitution (the Constitution Acts, 1867 to 1982) and by an “unwritten” constitution comprised of conventions and customs first established in the British Westminster model of government, which, since 1867, have evolved through the history of responsible government in Canada to fit the Canadian context.

The unwritten constitution establishes key elements of Canadian democracy regarding executive authority in government as exercised by the Prime Minister and the Cabinet, who are accountable to the House of Commons, which is made up of the elected representatives of the people of Canada. Open and Accountable Government – 2015 outlines the basic roles and responsibilities of executive authority at the federal level.

Canada has three levels of government.

1. The federal level

This level of government deals with areas of law listed in section 91 of the Constitution Act, 1867 and that generally affect the whole country.

2. The provincial level and the territorial level

In each of the 10 provinces in Canada, the provincial government is responsible for areas listed in section 92 of the Constitution Act, 1867, such as education, health care, some natural resources, and road regulations. Sometimes they share responsibility with the federal government. The three territories have their own governments, with responsibilities that are given to them by the federal government.

3. The municipal level

This is the level of government that is usually based in a city, town or district (a municipality). Municipal governments are responsible for areas such as libraries, parks, community water systems, local police, roadways and parking. They receive authority for these areas from the provincial governments.

The federal level at a glance

The responsibility for governing at the federal level is shared by the legislative, executive and judicial branches. Technically, all three powers flow from the Crown, also known as the Monarch, who is our Head of State. In Canada, the Monarch is represented federally by the Governor General and provincially by Lieutenant Governors. The powers of the Monarch are delegated to these representatives.

The legislative branch of government, the law-making branch, consists of the two houses of Parliament: the House of Commons and the Senate.

The executive branch, also called the Government, enacts, applies and enforces all federal laws created by the legislative branch. It is composed of the Monarch (represented by the Governor General), the Cabinet enacts, applies and enforces all federal laws created by the legislative branch. It is composed of the Monarch (represented by the Governor General), the Cabinet (the political forum of Ministers, led by the Prime Minister, that makes decisions on government policy), and the administration. The administration includes all government departments, the armed forces, Crown corporations and other bodies.

The Cabinet sets the federal government’s policies and priorities for the country. The Governor General appoints the members of Cabinet on the advice of the Prime Minister. The majority of members are from the House of Commons who belong to the party in power and could include at least one Senator. As Canada has grown and changed, the Cabinet has also grown and evolved, with departments sometimes being renamed, added, dropped or reorganized.

The judicial branch is a series of independent courts that interpret the laws passed by the executive and legislative branches.

Each department is presided over by a Cabinet Minister. Ministers may hold additional responsibilities for a range of agencies, boards, commissions and Crown corporations, called the “Portfolio”. Ministers are accountable to Parliament for the actions carried out by the bodies reporting to them. It is the convention of ministerial accountability that forms the link between citizens and government institutions.

As a board member of a government organization, you are part of the federal executive, responsible for carrying out the citizens’ will, as expressed in legislation and government policies, and answerable to Parliament through the Minister for the manner in which the public is served by the body you direct. Therefore, in the event of a change in governing party, your role as board member remains unchanged.

Concept of the Portfolio

In addition to the department they may head, many Ministers are given responsibility for other government bodies that usually share a particular orientation. The cluster of bodies reporting to the Minister, or through a Minister to Parliament, is called a Portfolio.

The Canadian Heritage Portfolio is one of the largest, most varied portfolios in the Government of Canada. It consists of the Department, 11 Crown corporations, 3 departmental agencies and 2 administrative tribunals (Figure 1). The Minister of Canadian Heritage is responsible for coordinating the portfolio, in cooperation with ministerial colleagues responsible for certain aspects of it, in an integrated way while respecting the necessary degree of autonomy.

The concept of “portfolio management” is an important feature of how government operates. Its principal aim is to bring greater coherence to the government’s role in a particular sphere of activity through better coordination between departments and organizations with similar missions to ensure that the Portfolio as a whole is responsive to the government’s strategic directions. The government also expects Crown corporations and other organizations within the Portfolio to work together to reduce costs, increase efficiencies and maximize opportunities in order to adopt more coherent strategic measures in relation to government priorities.

The Minister’s role in the Portfolio is to establish the strategic policy frameworks, priorities and broad objectives within which Portfolio organizations carry out their activities. The Canadian Heritage Deputy Minister is the Minister’s principal source of public service support and policy advice. The Minister and the Deputy Minister are supported by the Portfolio Affairs Office, which acts as a “single window” to enable a more strategic and coherent approach to portfolio management with respect to policy, planning, accountability, allocation of financial resources, liaison with the central agencies, appointments, governance and communications. In turn, the Portfolio Affairs Office works closely with organizations in the Canadian Heritage portfolio.

It should be noted that portfolio management does not alter the nature of the relationship between the Minister and the individual organization. Its primary purpose is to maximize efforts to achieve government objectives, while respecting the mandate of portfolio organizations. Each organization’s enabling legislation, the Financial Administration Act and, where applicable, orders in council, define the framework in which the organization interacts with the Minister and the government. However, at the working level, meetings take place among the heads of organizations and other levels of staff to ensure that the government’s priorities, and those of the Minister, are well understood, and to encourage the exchange of information and co-operative efforts.

Types of government organizations

Parliament exercises the general power of the federal government through its authority to legislate. Powers are assigned in legislation in three general ways: to Ministers individually, to the Governor General in Council, and to the heads and boards of “arm’s-length” entities (in the latter case, the degree of autonomy varies considerably). This statutory mandate assigned by Parliament defines the scope of the authority that an entity can exercise, and its obligations and responsibilities to Parliament and to Canadians. The Canadian Heritage Portfolio contains all of the various accountability models.

As noted in Open and Accountable Government – 2015, all organizations are different. They have differing mandates, a variety of organizational structures and differing relationships with the Minister. In accordance with the enabling legislation, Ministers exercise varying degrees of control and responsibility for the organizations in their portfolio. Building on existing statutory roles under a Minister’s authority, portfolio coordination seeks to ensure that all organizations work together in the most effective fashion in support of the Minister and the government, all the while respecting appropriate independence.

Portfolio organizations can include Ministerial Departments, Agencies, Administrative Tribunals and Crown Corporations.

Ministerial departments

They are the primary vehicles for developing government policies and programs — which are generally broadly mandated and have presiding Ministers vested with powers, duties and functions.

Agencies

They take many forms under a variety of names (e.g. agencies, boards, commissions); they generally have more specialized mandates and authorities are vested in the organization or its deputy head, with varying residual responsibilities for Ministers.

Administrative Tribunals

Administrative tribunals are decision-making bodies which operate independently from government. An administrative tribunal may set standards, regulate economic activity or an area of law, or adjudicate and determine certain legal rights and benefits.

Crown corporations

Crown corporations are created to advance certain policy objectives and in this sense are instruments of public policy. They provide specific services, usually on a commercial basis, with considerable operational autonomy under the oversight of a Board of Directors, usually with certain powers of direction reserved for Ministers. Some Crown corporations receive funding support from government, while others are self-sufficient or profit-making. The powers necessary to carry out a Crown corporation’s mandate are vested in the board that directs it. While Crown corporations function within their applicable statutory frameworks, they are accountable to Parliament through their respective Ministers. The Minister may offer direction or guidance based on the priorities of the Government generally outlined in the Minister’s mandate letter.

The six national museums, which are subject to the Museums Act, operate under Part X of the Financial Administration Act (FAA). In accordance with section 85 of the FAA, other Crown corporations are not subject to most of Part X of the Act, with the exception of sections 89.8 to 89.82, 105(2), 113.1, 119, 131 to 148 and 154.01, which relate among other things to their obligations with respect to orders regarding terms of employment, accountability, financial management and auditing. They are also governed by their own enabling legislation. In the Canadian Heritage Portfolio, these include the Canadian Broadcasting Corporation, the National Arts Centre, the Canada Council for the Arts, and Telefilm Canada.

The Board of Directors has overall stewardship of the Crown corporation and is expected to provide strategic direction to management, oversee the activities of the organization and report to the Crown. It has the duty to act in the best interests of the corporation within the framework of its statutory mandate and to exercise care and due diligence. The Board is also responsible to evaluate, on an annual basis, the performance of the Chief Executive Officer (CEO). As a result of their statutory authorities and the role of their boards, the Minister does not intervene in the day-to-day operations of Crown corporations.

Figure 1 - Canadian Heritage Portfolio Organization Chart
Figure 1 - Canadian Heritage Portfolio – text version

Organizational chart that shows the hierarchy of each organization within the Canadian Heritage Portfolio. At the top and in the center is Parliament. Directly below it and linked with a solid line is the Minister of Canadian Heritage and the Department of Canadian Heritage along with three columns of organizations.

  1. Agencies: National Battlefields Commission; National Film Board of Canada; and Library and Archives Canada;
  2. Administrative Tribunals: Canadian Cultural Property Expert Review Board and Canadian Radio-television and Telecommunications Commission; and
  3. Crown Corporations: Canada Council for the Arts; Canadian Broadcasting Corporation; Canadian Museum for Human Rights; Canadian Museum of History; Canadian Museum of Immigration at Pier 21; Canadian Museum of Nature; Canadian Race Relations Foundation; National Arts Centre; National Gallery of Canada; National Museum of Science and Technology and Telefilm Canada.

A foot note states that the Canadian Race Relations Foundations falls under the responsibility of the Minister designated for the purposes of the Canadian Multiculturalism Act.

Directors exercise their powers and fulfil their obligations by becoming familiar with the corporation and its management, by establishing the corporation's strategic direction, by monitoring performance, and by reporting to the Crown. By entrusting operational decisions to the executive officers of the corporation, directors normally do not involve themselves in day-to-day management.

The Chairperson of the Board is responsible for the proper conduct of Board meetings in such a way that the corporation carries out its mandate and objectives effectively, ensures good value for taxpayer dollars, remains viable and holds management accountable for its performance. The Chair/Board is also responsible for establishing performance agreements with the CEO; in so doing, Chairs are asked to consult with the Minister to ensure the priorities and views of the shareholder are well reflected.

The CEO is responsible for the day-to-day management of the corporation on behalf of the Board of Directors.

All portfolio organizations are subject to the FAA and to their respective enabling legislation. They operate largely within the same fiscal and human resources framework as departments, but have more autonomy in their decision making, either because of the specialized skills involved in their work, or because they perform regulatory functions which must be seen to be free of political influence. Some portfolio organizations are structured on a corporate model in which decision-making powers are vested in a board or commission.

Planning, budgeting and accountability regime

A large part of the work of board members of federal organizations involves overseeing and reporting on the activities carried out by the body in pursuit of its mandate, and in particular, for the expenditure of funds appropriated by Parliament to carry out its purposes. Much of the work involves being accountable for the manner in which the organization has discharged its mandate in serving the interests of Canadians.

The government has made it a priority for its planning, budgeting and accountability regime to become more results-oriented. The government and Canadians expect organizations to demonstrate concrete results from the expenditure of public funds. They must also show how the results contribute to achieving the public policy objectives expressed in their mandate, and to the priorities and objectives of the government.

There is a fixed cycle to the federal government’s planning and accountability process, which is closely linked to the budget cycle. Many of the boards’ meetings are scheduled specifically to deal with the documents that must be submitted to the Treasury Board Secretariat or to Parliament at fixed times during the year. All must submit budget information for the Main Estimates, which collectively represent all the expenditures Parliament is asked to approve for the coming year. The timing of the Main Estimates documents is determined by the Financial Administration Act, which requires that the detailed expenditure plans of the government be tabled annually before March 1.

Each year, the government prepares Estimates in support of its request to Parliament for authority to spend public monies. This request is formalized through the tabling of appropriation bills in Parliament. The Estimates, which are tabled in the House of Commons by the President of the Treasury Board, for the responsible Ministers, consist of three parts.

Part I – Government expenditure Plan

Provides an overview of the government’s requirements and changes in estimated expenditures from previous fiscal years.

Part II – Main estimates

Supports the appropriation acts with detailed information on the estimated spending and authorities being sought by each federal organization requesting appropriations.

In accordance with Standing Orders of the House of Commons, Parts I and II must be tabled on or before March 1.

Part III – Planning and reporting

The Departmental Plan and the Departmental Results Report are prepared by each department and organization, except Crown corporations.

These documents allow organizations to tell a clear, strategic and balanced story of what they are trying to achieve and the progress they have made, while continuing to provide transparency on how taxpayers’ dollars are being spent. They present information to parliamentarians and Canadians in a straightforward and logical way.

Agencies

Departmental Plan

The Departmental Plan is the agencies’ annual spending plan and describes priorities, planned results and associated resource requirements for a three-year period. This plan provides information on the plans and expected performance of appropriated departments over a three-year period. Departmental Plans are tabled in Parliament each spring.

Departmental Results Reports

In late summer or early fall, agencies commence preparations of Performance Reports which the Minister then submits to Treasury Board. These reports outline the results and achievements against the commitments and targets that were established in the Departmental Plans. These reports are tabled in Parliament by the President of the Treasury Board (usually in October).

Annual Reports

All government organizations, depending on their status, produce planning and reporting documents as part of their accountability to government. Some organizations are also required to submit an Annual Report to Parliament. The content varies with the nature of the organization and the requirements set out in its enabling legislation.

Such reports generally include a review of the organization’s operation activities during the period in question.

Crown Corporations

Part X of the Financial Administration Act and its associated regulations require that Crown corporations submit the following documents annually, in the manner and form prescribed by the Act: a Corporate Plan, an Annual Report, and Capital and Operating budgets. Quarterly financial reports are usually posted on the organization’s website. The six national museums are also subject to this requirement.

Four other Crown corporations, the CBC/Radio-Canada, the National Arts Centre, the Canada Council for the Arts, and Telefilm Canada, which are exempt from Part X of the Financial Administration Act (with the exception of sections 89.8 to 89.82, 105(2), 113.1, 119, 131 to 148 and 154.01), are required by their own Acts to submit Annual Reports to the Minister, to be tabled in Parliament.

Corporate Plans, Capital and Operating Budgets

Corporate Plans remain one of the key vehicles by which the Board of Directors carries out some of its most basic responsibilities: establish the strategic directions for a corporation, in accordance with its mandate and the government’s priorities, and assess the performance of management. The Plans and the Capital and Operating Budgets should also drive all business planning, budgeting and performance assessment within the organization.

It is important to remember that Corporate Plans, and Capital and Operating Budgets, constitute a “contract” with the government – a promise by the corporation to further its mandate and government priorities, by carrying out certain activities, expending funds, and accomplishing specific results. In return, the government provides the corporations with resources (in the case of appropriation dependent organizations), and allows them greater autonomy than it does other public organizations.

Every year, most Crown corporations submit, through the responsible Ministers to Treasury Board, a Corporate Plan, and an Operating Budget for approval. In the case of CBC/Radio-Canada, a Capital Budget is submitted to Treasury Board for approval. The Minister makes a recommendation to Treasury Board to approve the Budgets and recommends the approval of the Corporate Plan to the Governor in Council. Other Crown corporations submit a capital budget for the approval of Treasury Board. The capital budget is included in the corporation’s Corporate Plan which is provided for information.

The applicable statutes vary from organization to organization. A list of reports that concern you can be provided by your respective organization. Although not all these reports require approval by the Board of Directors, it is important to be aware of them.

Figure 2 - Planning, Budgeting and Accountability Cycle
Figure 2 - Planning, Budgeting and Accountability Cycle – text version

The Planning, Budgeting and Accountability Cycle is shown within the four seasons (winter, spring, summer and fall) with a list of reports due underneath each season. In winter, the Budget, Main Estimates (Parts I & II), Corporate Plan (applicable depending on the status of the corporation) and Capital and Operating Budgets. In spring, the Departmental Plan is due. In summer, the Annual Reports and Public Accounts and in the fall, only the Departmental Results Report is required. The Departmental Plan and Departmental Results Report are applicable to Departments and other organizations. The Budget, Main Estimates, and Annual Reports are applicable to Crown corporations. The Corporate Plan (applicable depending on the status of the corporation), Capital and Operating Budgets, and Public Accounts are applicable to all organizations.

These are secret documents and should be treated as such. Their secret status allows corporations to provide forthright information to Ministers. However, Summaries of Corporate Plans and budgets are tabled in Parliament (Senate and House of Commons) once sensitive or confidential business information is removed. They thus constitute a “contract” with the Canadian population and are an important communications tool for the corporation.

Annual Reports

Like Corporate Plans, Annual Reports have multiple functions and audiences. They “close the accountability loop”. They inform Cabinet, Parliament and the public on the extent to which corporations have met the objectives and targets established in their Corporate Plans, and provide clear explanations where performance has fallen short of, or exceeded, what was anticipated. The reports are also used by corporations as public relations tools.

Reports are submitted to the Minister in the name of the Board of Directors, so each member should take the time to review and approve its contents. As previously mentioned, it is the responsible Minister who tables these reports in Parliament. It is therefore beneficial when organizations work in collaboration with the Department, through the Portfolio Affairs Office, in developing these reports.

In addition to the reports mentioned above, there are a number of other statutes that require annual reports for tabling in Parliament or to other branches of government. Among these are reports to: the Treasury Board and the Department of Canadian Heritage on various aspects of the Official Languages Act; the Information Commissioner of Canada and the Privacy Commissioner of Canada on the processing of requests made under the Access to Information Act and the Privacy Act: the Minister of Labour on the recruitment, advancement and retention of women, visible minorities, Indigenous peoples and persons with disabilities under the Employment Equity Act; and a variety of other government-wide legislation.

Special Examinations for Crown Corporations

A Special Examination audit is carried out by the Office of the Auditor General (OAG) for Crown corporations. This is mandated by the Financial Administration Act and provides a fair presentation of the corporation’s financial statements. These audits are conducted at least once every ten years for Crown corporations. In a special examination, the OAG concludes on whether the corporation’s systems and practices selected for examination provide reasonable assurance that its assets are safeguarded and controlled; its financial, human and physical resources are managed economically and efficiently; and its operations are carried out effectively. For more detailed information, you may wish to consult the OAG website.

Table 1 - Plans and reports submitted to the Portfolio Affairs Office
Organization Departmental Plan (Winter/Spring) Departmental Results Report (Summer/Fall) Fees Report for Department/Agencies (Fall) Corporate Plan (Winter) Corporate Plan Summary (Spring) Annual Report (Summer)
Tabled by President of the Treasury Board Tabled by Minister (Not Public) Approved by Treasury Board Tabled by Minister
  • Department of Canadian Heritage
  • Canadian Radio-television and Telecommunications Commission
  • Library and Archives Canada
  • National Battlefields Commission
Yes Yes Yes - - -
  • National Film Board of Canada
Yes Yes Yes - - Yes
  • Canada Council for the Arts
  • National Arts Centre
  • Telefilm Canada
  • Canadian Race Relations Foundation
- - - - - Yes
  • CBC/Radio-Canada
- - - Table 1 note 1* Yes Yes
  • Six National Museums
- - - Yes Yes Yes
Table 1 notes
Table 1 note *

Only the Capital Budget of the Plan is approved.

Return to table 1 * referrer

Governance

The quality of corporate governance has attracted increasing attention, both in government and in the private sector. This preoccupation in the private sector has been prompted by shareholder concerns and the higher legal standard for stewardship being demanded of board members. In the public sector, the increased importance attached to good governance is attributable to expectations and requirements for transparency and accountability on the part of those who govern, manage and administer resources and assets on behalf of others.

The establishment of, and compliance with, good governance practices give the government, Canadians and all stakeholders the assurance that the corporation is properly run in order to achieve the expected results.

While there are many unique aspects involved in the governing of public and private sector boards, the general divisions of responsibility are similar.

Over the years, boards of government institutions have embarked on a quest for self-improvement in matters of governance. This is a large and important topic, beyond the scope of this document. However, some of the more notable trends are as follows:

Audit Committees

Audit committees are mandatory for all Crown corporations. Members appointed to such committees must be independent of management. Financial literacy and a solid understanding of the business environment in which the organization operates should be prime features in the required competencies of members serving on audit committees. For more information, please refer to the Treasury Board Secretariat’s Guidelines for Audit Committees in Crown Corporations and Other Public Enterprises.

Governance committees

Most boards have a governance committee that addresses such matters as the performance assessment of the CEO and of the board itself. Assessing the effectiveness of the board and the contribution of each board member is also encouraged. Such assessments provide boards with opportunities to improve their practices, and identify skills and abilities required. The governance committee establishes and reviews, on a regular basis, the mandates of the various committees of the board. It also establishes and maintains a system for ensuring that conflicts of interest are declared and dealt with appropriately.

Training

Given the emphasis on good governance practices and the complexity of the responsibilities borne by board members, it is essential that they commit to ongoing training and development. It is their responsibility to identify their own training needs and acquire the tools they need for the efficient discharge of the public trust placed in them. Providing access to the right tools is both a responsibility and a wise investment.

Board members usually have access to individual briefing sessions provided by the staff of the organization they have joined. Many boards organize periodic retreats, often with the help of professionals, where the board can focus on its role and responsibilities. Specialized training is available for new members from the Canada School of Public Service (the School). Seminars are also offered by organizations, such as the Institute on Governance, on how government works and other issues of importance to members of public sector boards.

The School also offers two complementary courses to help board members exercise their role and responsibilities: Orientation for Crown Corporation Directors and Financial Literacy for Directors of Crown Corporations. Another course—How Government Works—provides participants with an opportunity to see what happens behind the scenes. A description of these courses is available on the GCcampus website.

Table 2 - Who does what? Roles of the Corporate Governance Team
Position Roles
Shareholder
  • Provider of purpose
Board
  • Overseer
  • Steward
Chair of the Board

In addition to general Board and individual director roles:

  • Consensus Builder
  • Solidarity Promoter
  • Optimizer
Individual Director

In addition to general Board roles:

  • Learner
  • Inquirer
  • Supporter
Board Committee and Committee Chair

In addition to general Board and individual director roles:

  • Advisor
  • Planner
  • Recommender
CEO

In addition to general Board roles:

  • Leader
  • Director
  • Initiator
  • Promoter
  • Mentor
  • Diversity Achiever
Senior Management
  • Innovator
  • Developer
  • Implementor
Corporate Secretary
  • Communicator
  • Information Manager
  • Team Builder
  • Advisor

Guidelines for governor in council appointees

Prior to being appointed, you signed a document certifying that you would observe the Ethical and Political Activity Guidelines for Public Office Holders as a condition of holding office in the Government of Canada. As a Governor in Council appointee, you are expected to perform your duties in the public interest and to uphold the highest ethical standards so that public confidence and trust in the integrity, objectivity and impartiality of the Government are conserved and enhanced. In addition, Canadians rightfully expect their public and private institutions to respond quickly and meaningfully to calls for systemic change to deeply rooted structures and processes that have, whether consciously or unconsciously, marginalized many Canadians. It is within this challenging context that we must redouble our collective efforts to ensure that federal workplaces are diverse, inclusive, healthy, and free of all forms of harassment. Promoting inclusion means creating environments that welcome and value the contributions and lived experiences of people from different backgrounds. In particular, this includes members of historically underrepresented communities, such as Indigenous Peoples, people from racialized communities, LGBTQ2+ communities, and people living with disabilities. This expectation applies to all work happening in our federal public institutions: in the work environment, in the development of policies, programs and initiatives, and in interactions with stakeholders and the public.

The government takes these issues seriously. Those appointed by the Governor in Council must meet the highest standards of probity and respectful behaviour in their interactions with staff, stakeholders, and the Canadian public. Lastly, you have the duty to act in the best interests within the framework of the organization’s respective statutory mandate, and to exercise care and due diligence. Should you require guidance or advice in any of these areas, you are encouraged to speak with your Chairperson and/or the Office of the Conflict of Interest and Ethics Commissioner.

All public office holders are expected to lead by example and support their organizations’ efforts to address environmental issues and ensure that a climate lens is applied to all decision-making, with the goal of creating a cleaner, safer place to live and work for current and future generations. Federal agencies and Crown corporations are working to adopt environmental improvements that foster a sustainable future and lead to social and economic improvements across the country.

Specific statutes and guidelines govern the conduct and actions of Governor in Council appointees while in office. Each of the following provides a more detailed description. For the full text, please click on the relevant links.

Part I: Ethical Guidelines and Statutory Standards of Conduct

The Ethical Guidelines and Statutory Standards of Conduct outline four ethical principles that must be adhered to by all public office holders:

Ethical Standards

Public office holders shall act with honesty and uphold the highest ethical standards so that public confidence and trust in the integrity, objectivity and impartiality of the government are conserved and enhanced.

Public Scrutiny

Public office holders have an obligation to perform their official duties and arrange their private affairs in a manner that will bear the closest public scrutiny, an obligation that is not fully discharged by simply acting within the law. Specific positions may be subject to other guidelines or restrictions. As an example, it is important for appointees to the boards of CBC/Radio-Canada, CRTC, National Film Board of Canada, and Telefilm Canada to be familiar with the restrictions listed in their respective organization’s enabling legislation.

Decision Making

Public office holders, in fulfilling their official duties and functions, shall make decisions in the public interest and with regard to the merits of each case.

Government Property

Public office holders shall not directly or indirectly use, or allow the use of, government property of any kind, including property leased to the government, for anything other than officially approved activities. In no circumstance should any political activities be performed at a government place of work; nor should any government equipment or material be used for such purposes.

Part II: Guidelines for the Political Activities of Public Office Holders

The Guidelines for the Political Activities of Public Office Holders are based on the general principle that public office holders should not participate in any political activity that might impair, or be seen to impair, their ability to discharge their duties in a politically impartial manner or cast doubt on the integrity or impartiality of the office.

Statutory Requirements

Public office holders are subject to the requirements of the Conflict of Interest Act as set out in Part IV: Standards of Conduct. Many are also subject to the five-year post-employment restriction on lobbying under the Lobbying Act.

Administration and Interpretation

Compliance with these Guidelines is a term and condition of appointment. Before appointment, a public office holder shall certify that he or she will comply with these Guidelines. The Conflict of Interest Act establishes conflict of interest and post-employment compliance measures for public office holders. The Act is administered by the Conflict of Interest and Ethics Commissioner.

Specific positions may be subject to other guidelines or restrictions.

Final word

An appointment to the board of a national institution should be stimulating and rewarding. Most board members find the experience to be very positive. Occasionally, members feel that they do not have all the tools they need to be as productive as they would like to be or have a difficult time adjusting to their oversight responsibilities. In such a case, make your concerns known to your Chairperson or Corporate Secretary. They are there to help you if there are any areas where you feel you need more information or guidance. There are also many useful publications and websites. A selected list of resources follows.

The diversity of experiences and perspectives that board members bring to the governance of public institutions is an essential component in their connection to the “shareholders”, the Canadian public.

Currently, more than 2,000 Canadians are serving on over 200 Crown corporations, agencies, boards and commissions across the country.

Thank you for accepting the invitation to serve and contribute in building a stronger Canada. We trust that you will find your time with the Canadian Heritage Portfolio most fulfilling.

Useful information sources and websites

Government of Canada publications

Government of Canada websites

Legislation / Laws

Sites dealing with corporate governance

Canadian Heritage Portfolio

Crown corporations

Agencies

Administrative Tribunals

©Her Majesty the Queen in Right of Canada, 2021
Catalogue number: CH1-33E-PDF
ISBN: 2369-0534

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