Section 2 – Roles and Responsibilities

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CRA'S BOARD OF MANAGEMENT

OVERVIEW

Board of Management (Board) Composition

• 15 Directors
  • The Commissioner
  • The Chair
  • 10 provincial nominees
  • 1 territorial nominee
  • 2 federal nominees

• Three Board members' terms will end in 2015 and two in 2016.

BOARD OF MANAGEMENT ROLE

General

• Oversees the organization and administration of the Agency and the management of its resources, services, property, personnel and contracts
• Approves corporate business plan
• May advise Minister of National Revenue on matters that relate to the general administration and enforcement of program legislation

Practical

• Oversight of the management of the organization, assets, and administration of the matters under the Agency's jurisdiction
  • "Stewardship" role similar to that of Boards in Crown and private corporations
  • Challenge function: must satisfy themselves that Agency is properly managing exercise of its authorities
• However, responsibility for day-to-day management rests with the Commissioner and his officials

Limitations

• May not direct Commissioner or an employee in the exercise of statutory power/duty/function or the administration or enforcement of program legislation
• Not authorized to be provided with personal/business information or information obtained under program legislation

DIRECTORS: FIDUCIARY OBLIGATIONS

Directors must act honestly and in good faith with a view to best interests of the Agency.

• Compliance with a direction issued by the Minister is deemed to be in the best interests of the Agency

Not liable for a breach of duty which occurs by reason only of an act or omission of another person in respect of a matter on which the Board may not direct.

For example, if relying in good faith on:

• Financial statements represented in a report by AG or authorized employee of the Agency as fairly reflecting Agency's financial condition; or
• Report of an accountant, lawyer, notary or other professional whose profession leads credibility.
• The Board holds in-person meetings four times per year and regular teleconferences.
• For 2014-2015, the expenses relating to the Board's activities was approximately $1M. Regular Board members receive an annual retainer of $7,300-$8,600 and a per diem of $475-$550 in accordance with Privy Council Office guidelines that govern Governor in Council appointments. The Board Chair and Committee Chairs receive a higher retainer and per diem.

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