CSCS BOARD MANDATE

The board of directors (board) of the Canadian Society of Corporate Secretaries (CSCS) has the oversight responsibility and specific duties described below.  In addition, individual directors have the responsibility and specific duties set out in the CSCS director mandate.

Composition

The board will be comprised of between five and 12 directors, as determined by the board.  At least one board member will be from each of the four major membership locations: British Columbia, Alberta, Ontario and Quebec.

All board members will have the skills and abilities appropriate to their appointment as directors.  It is recognized that the right mix of experiences and competencies will ensure that the board will carry out its duties and responsibilities in the most effective manner.

Except as set out in the by-laws, directors will be elected at the annual meeting of members each year and will serve until their successors are duly appointed or elected.

Responsibility and Accountability

The board is responsible for the stewardship of CSCS, providing effective leadership to supervise the management of the business and affairs of CSCS to provide its members with education, tools and opportunities to become experts in the practice of corporate governance and as corporate secretaries and shareholder communication services professionals.

The board is accountable to the members of CSCS.

Specific Duties

The board will:

Leadership

• Provide leadership and vision to supervise the management of CSCS in the best interests of its members.
  
  
• Provide leadership in setting the mission, vision, principles, values and strategic plan of CSCS, in conjunction with the management service provider.

Management Service Provider

• Select, appoint, evaluate and, if necessary, terminate the management service provider, approving the contract with and compensation of the management service provider.
• Approve the objectives that the management service provider is responsible for meeting and assess the management service provider against those objectives.

Ethics and Integrity

• Set the ethical tone for CSCS and foster ethical and responsible decision making by CSCS and its management service provider.
• Respond to potential conflict of interest situations.

Governance

• Develop CSCS’s approach to corporate governance, including adopting and disclosing appropriate principles, guidelines, mandates and policies.
• Regularly evaluate the governance principles, guidelines, mandates and policies and consider any recommended updates.

Committees

• Appoint any board or member committees that the board decides are needed and delegate to those committees any appropriate powers of the board.

Delegations and Approval Authorities

• Annually delegate approval authorities to the management service provider and review and revise them as appropriate.
• Consider and, in the board’s discretion, approve financial commitments in excess of delegated approval authorities.

Financial Statements and Auditor

• Review and approve the annual financial statements.
• Select, retain, compensate, oversee and, where necessary, terminate the auditor.

Strategy

• Annually review and approve a strategic plan for CSCS that takes into account, among other things, opportunities and risks to CSCS.
• Monitor the performance of CSCS in light of the approved strategic plan.

Budget

• Approve an annual capital budget for CSCS taking into account operational requirements, organizational structure and staffing required to support the strategic plan.
• Monitor the performance of CSCS in light of the approved capital budget.

Risk Management

• Ensure processes are in place to identify and manage the principal risks and opportunities to CSCS.

Director Nomination, Appointment, Orientation and Education

• Regularly review and assess the size, composition and operation of the board to ensure effective decision-making.
• Annually review and approve those directors proposed to be nominated for election at the next annual meeting of members
• Identify and assess new candidates for appointment or nomination to the board, including any nominee proposed by a member, considering competencies, skills, ability to devote sufficient time and resources to his or her duties as a director.
• Oversee the development and implementation of a director orientation program and any director education programs determined to be needed.

Board Performance

• Participate in an annual evaluation of board performance and effectiveness.
• Receive and consider recommendations on the results of the annual evaluation of board performance and effectiveness.

Board Meetings

• Meet at least four times annually and as many additional times as needed to carry out its duties effectively. Meet at least one time annually in person.
• Meet in non-management, in camera sessions at each regularly scheduled meeting.