CSCS DIRECTOR MANDATE

In addition to the responsibility and specific duties set out in the Mandate (Board Mandate) of the CSCS Board of Directors (Board), a director of the CSCS (Director) has the oversight responsibility and specific duties described below:

Appointment

A Director will be a duly elected or appointed member of the Board and will have sufficient competencies and skills to enable him or her to fulfil his or her duties as a Director of CSCS.  Each Director will be nominated by the Board for election by the members of the CSCS (Members) at the annual meeting each year or be appointed by the Board at an interim period.  A Director will serve until the next annual general meeting of the Members or until such Director resigns or is replaced.

Attendance

Directors are expected to attend Board and any applicable meetings of the committees of the Board (Board Committees).  Attendance records are available to Directors upon request.

Responsibility

Each Director contribute actively and in collaboration and provide effective oversight of the CSCS and the Management Services Provider.

Specific Duties

A Director will:

Duty, Ethics and Integrity

  1. Consider, act in good faith and in the best interests of CSCS and its Members.
  2. Contribute to fulfilling the duties and responsibilities outlined in the Board Mandate
  3. Demonstrate credibility, integrity and high ethical standards in undertaking the business of the CSCS.

Contribution and Independence

  1. Work effectively and constructively with other Directors and the Management Service Provider.
  2. Ensure sufficient time to fulfil his or her Director’s duties and responsibilities.
  3. Prepare for meetings in advance, and attend and contribute knowledgeably and effectively to meetings of the Board and any Committee of which the Director is a member.  Be attentive and knowledgeable about key issues and be prepared to ask appropriate questions of the Chair and the Management Services Provider and be willing to participate in full and frank deliberations with the intent to make informed decisions.
  4. Be independent-minded in Board matters, including, but not limited to: business and governance issues; strategy, finance, risk and opportunities, related-party transactions and, any potential conflicts of interest.
  5. Advise the Board of any changes in factors, including conflicts of interest that could impact a Director’s effectiveness.
  6. Participate in the evaluation of the performance of the Management Services Provider and the Society.
  7. Perform such other duties as may be assigned to a Director by the board from time to time.
  8. Provide business items in advance for regular and in-camera Board meetings.

Skills, Competencies and Continuing Education

  1. Maintain or enhance the individual competencies and skills the Director brings to the Board and apply those competencies and skills to contribute to the effective management of the business of the CSCS.

Performance

  1. Participate in an annual assessment of personal performance and contribution; and Board performance and effectiveness.

Approved:  October 2007
Revised:  August 2011
Revised:  August 17, 2013

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