Role and responsibilities of the Directors of the Board of Management

Role

The Board of Management consists of 15 members appointed by the Governor in Council (GIC). The provinces and territories nominate 11 of these members.

The competencies, knowledge, and experience required of directors on the Agency’s Board are detailed in section 8 of the Governance Manual – Board Competency Profiles.

Responsibilities

In accordance with section 42(1) of the CRA Act, each director on the Board, in exercising their powers and performing their duties and functions, is required to:

1. Act honestly and in good faith, with a view to the best interests of the Agency, having regard to its mandate. This means directors must:

            a) not give special consideration to the interests of those who nominated them or to the interests of a third party;
            b) ensure the confidentiality of all information received;
            c) avoid and declare all conflicts of interest;
            d) exercise their powers only for the purpose for which they were intended; and
            e) keep in mind the Agency’s mandate and the mandate of the Board.^{footnote 1}

2. Exercise the care, diligence and skill a reasonably prudent person would exercise in comparable circumstances. This means directors must:

            a) act carefully, deliberately, cautiously and try to foresee all probable consequences of a proposed course of                 action; and
            b) keep themselves informed and make inquiries which an ordinary person would make in their position.

Board of Management by-law #1 specifies, among other things:

3. Directors of the Canada Revenue Agency’s Board of Management shall:

            a) make every reasonable effort to prepare for, attend, and actively participate in Board meetings;
            b) meet “duty of care” and “disclosure of interest” requirements imposed by sections 42-46 of the CRA Act, and any                  other applicable policies as contained in the Board of Management Governance Manual;
            c) participate in committees in accordance with appointments made under paragraph 4(b) of by-law #1; and
            d) perform all other duties and functions as may be assigned by resolution of the Board.

As part of their duties and responsibilities, directors are also expected to:

4. Participate fully and frankly in the deliberations of the Board, encourage open discussion of the affairs of the Agency by the Board, ask relevant and probing questions at the strategic level in an appropriate manner and at proper times, and focus inquiries on issues related to the Board’s mandate;
5. Review Agency management’s strategic and business plans and initiatives, and provide input on, and monitor corporate performance against, those plans and initiatives;
6. Consider the principal risks inherent in the Agency’s business lines as identified by Agency management and provide recommendations on how best to manage and mitigate such risks;
7. Demonstrate and maintain their independence from Agency management (with the exception of the Commissioner), thus bringing an objective perspective to the deliberations of the Board and its Committees;
8. Monitor and assess the Board’s effectiveness in fulfilling all of the responsibilities of its mandate;
9. Work collegially as part of a team, respecting the views of others on the Board while raising challenging questions in a manner that encourages open and frank discussion; and
10. Demonstrate a commitment to learning, taking advantage of opportunities for professional development, and for strengthening their knowledge of the Canada Revenue Agency and the governmental and regulatory environments in which it operates.

In working to enhance and ensure the effectiveness and productivity of Committee and Board meetings, each director is expected to:

11. Participate on Committees and become knowledgeable about the purpose and goals of the Committee;
12. Understand the process of Committee work, and the role of management and staff supporting the Committee;
13. Prepare for each Board and Committee meeting by reading all background materials provided for the meeting;
14. Maintain an excellent Board and Committee meeting attendance record; and
15. Acquire adequate information necessary for decision-making, with the support of the Board Secretary.