Role and responsibilities of the Chair of the Board of Management

Role

The role of the Chair of the Board of Management (Chair) is to facilitate highly effective Board performance. This is achieved by providing leadership in the management of the Board’s affairs and by ensuring the Board fulfills its legislated mandate and responsibilities with full transparency and the application of sound governance practices.

The competencies, knowledge, and experience required of the Chair of the Board are detailed in section 8 of the Governance Manual – Board Competency Profiles.

Responsibilities

In fulfilling their role, the Chair undertakes the following responsibilities:

1. Guides the Board in the fulfillment of its mandate. In guiding and directing the Board, ensures the focus of the Board’s attention is on strategically important issues and there is cohesion of direction and purpose at a policy and strategic level;
2. Ensures the Board has the resources required to fulfill its responsibilities, including the provision of timely and relevant background information for Board and Committee meetings and educational opportunities for Board members, and sufficient time is allotted during meetings for effective discussion of agenda items and key issues and concerns;
3. Ensures the Board’s Committee structure meets the governance and oversight requirements for the Agency;
4. Collaborates with the Commissioner in order to fulfill the Board’s mandate, acting as a “sounding board” for the Commissioner, exchanging information on governance and performance issues, identifying problems within, and reviewing strategies for, the Agency, and maintaining accountabilities within the organization;
5. Convenes and presides over Board meetings. In consultation with Agency management, sets and approves the agendas for meetings and ensures minutes of the meetings are drafted and subsequently reviewed and approved;
6. Oversees the formation of Board Committees and the integration of their activities with the work of the Board and ensures that, where Board functions have been delegated to Committees, the functions are carried out and results are reported to the Board. Nominates Directors to serve as Chair, Vice-Chair and members of each Committee, to be appointed on an annual basis, or as otherwise required, by resolution of the Board;
7. Delegates to members of the Board such duties and functions as are deemed necessary in order to fulfill the mandate of the Board and make the best use of its resources;
8. Maintains knowledge of corporate governance practices in the public and private sectors and promotes the adoption of “best practices”, where appropriate, in how the Board and its Committees function;
9. Liaises with and provides direction to the Corporate Secretary on matters affecting the work of the Board;
10. Represents the Board and appears on its behalf at official functions and has prime responsibility for interaction with the Minister, Commissioner, Agency officials, and other government officials, having due regard to the Board’s mandate and to the considerations outlined in section 6.3 of the Governance Manual – Guidelines on Representing the Agency for Members of the Board of Management;
11. In conjunction with the Commissioner, facilitates the effective and transparent interaction of Board members and Agency management by taking steps to ensure the Commissioner is fully aware of the concerns of the Board on matters falling within its mandate and the Board is aware of the principal concerns of Agency management;
12. Ensures effective and transparent processes for review and evaluation of Board, Committee, and Director performance;
13. Ensures there is an up-to-date orientation program for new directors and an ongoing development program for existing directors aimed at increasing the knowledge of directors about the Canada Revenue Agency, its governance structure and operating environment, and corporate governance practices. Participates in the orientation and mentoring of new directors and the continuing education of current directors;
14. Builds consensus and develops teamwork within the Board; and
15. Ensure Committee members meet, as necessary, with Legal Counsel to the Board.