The board of directors of the Governance Professional of Canada (Board) has the oversight responsibilities and duties described below. 

An individual director (Director) has the responsibility and specific duties prescribed in the GPC Director Mandate.

Composition

The Board will be comprised of between five and 15 Directors, as annually determined by the Board.  The Board will use its best efforts to find at least one suitable nominee from each of the four major membership locations: British Columbia, Alberta, Ontario and Quebec.

The Board will use its best efforts to ensure that the Board is comprised of Directors who collectively have the skills and abilities necessary to fulfil the duties of the Board and can ensure the Board is capable of meeting its responsibilities to the GPC membership and other stakeholders.

Except as may be provided for 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:

  1. the stewardship of the GPC, providing effective leadership to the management of the business and affairs of GPC
  2. to provide its membership with access to education, knowledge, tools and opportunities to develop the skills and expertise in their roles as corporate secretaries and/or in the practice of corporate governance principles required under the guidelines and legislation in Canada.

The Board is accountable to the membership of the GPC.

Specific Duties

Leadership

  1. Provide leadership and vision in the development of the GPCand its members.
  2. Develop the mission statement, principles, values and strategic plan of the GPC.

Strategy

  1. Annually review and approve a strategic plan for GPCincluding opportunities and risks to GPC.
  2. Monitor the performance of GPCin reference to the approved annual strategic plan.

Management Service Provider

  1. Select and appoint, and, if necessary, terminate the management service provider.
  2. Receive, evaluate and approve the contract and compensation of the management service provider.
  3. Determine and convey the objectives of the management service provider annually.
  4. Discuss and approve interim initiatives of the management service provider.
  5. Annually evaluate the success of the management service provider compared with the pre-determined objectives and interim initiatives approved by the Board.
  6. Become familiar with the management service provider and the roles of its employees.
  7. Be available to the management service provider and the Board as a resource and use his/her abilities, knowledge and experience for the benefit of the GPC.

Ethics and Integrity

  1. Act honestly in good faith with a view to the best interests of GPC.
  2. Develop, distribute and regularly review a code of ethics for the GPC membership designed to encourage a high standard of ethical behaviour within the membership of the GPC.
  3. Foster ethical and responsible decision making by the Board and its management service provider.
  4. Exercise independent judgement.
  5. Disclose any conflict of interest on any issue to the chairman of the Board.
  6. Refrain from voting on any issue when a conflict of interest exists.
  7. Be knowledgeable about the GPC, activities and initiatives.

Governance

  1. Gain and maintain a reasonable understanding of current regulatory, legislative, business, social and political environments within which the GPC and its membership operates.
  2. Develop GPC’s knowledge base of corporate governance, including development and disclosure of GPC principles, mandates and policies.
  3. Annually evaluate the governance principles, guidelines, mandates and policies and consider recommended updates.
  4. Report annually to the members of GPC on the Board’s activities for the preceding year.

Committees

  1. Appoint any Board or member committees that the Board decides are needed and delegate to those committees any appropriate powers of the Board.
  2. Participate on committees of the Board and become familiar with the mandate for each committee.
  3. Understand the process of committee work and the management service provider’s role in supporting the work of the Board’s committees.

Delegations and Approval Authorities

  1. Annually review and approve financial commitment and authority levels to the management service provider.
  2. Consider and, in the Board’s sole discretion, approve interim financial initiatives and commitments in excess of pre-determined approval authorities.

Financial Statements and Auditor

  1. Review monthly financial reports.
  2. Review and approve the annual audited financial statements.
  3. Select, retain, compensate, oversee and, where necessary, terminate the auditor.

Budget

  1. Approve an annual budget and plan for the GPC considering operational requirements, organizational structure and the requirements of the management service provider to support the strategic plan.
  2. Monitor the performance of the management service provider with respect to the approved budget and plan.

Risk Management

  1. Ensure processes are in place to identify and manage the principal risks and opportunities to GPC.

Director Nomination, Appointment, Orientation and Education

  1. Regularly review and assess the size, composition and operation of the Board to ensure effective decision-making.
  2. Annually review and approve those Directors proposed to be nominated for election at the next annual meeting of members
  3. 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.
  4. Oversee the development and implementation of a Director orientation program and any Director education programs determined to be needed.

Board Performance

  1. Participate in an annual evaluation of Board performance and effectiveness.
  2. Receive and consider recommendations on the results of the annual evaluation of Board performance and effectiveness.
  3. Perform such other duties as may be assigned to a Director by the board from time to time.
  4. Review and reassess the adequacy of this mandate annually and recommend any proposed changes for approval.
  5. Assess the Board’s performance of its duties as specified in this mandate.

Board and Committee Meetings

  1. The Board shall appoint the chairman annually at the organizational meeting of the Board immediately following the annual members’ meeting.
  2. The Board shall establish the committees of the Board and select Directors to act on the committees.  The Board may delegate powers to its committees.
  3. Board and committee meetings may be held in person or by conference telephone.
  4. The Board will meet at least four times annually or as required to carry out the mandate of the board effectively.
  5. At least one meeting of the Board will be held annually in person.
  6. In camera meetings of the Board will be held at every board meeting.
  7. The Board shall provide business items in advance for regular and in-camera Board meetings.
  8. The Board shall maintain a responsible attendance record in respect of Board meetings, committee meetings and in-camera meetings.
  9. The Board will prepare in advance of meetings and deliberations will be full and frank with the intent to make informed decisions.

Dated:  August 17, 2013

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