The Vancouver Fraser Port Authority board of directors provides governance, oversight, and approval of strategic direction.
The governance model for the 11-member board of directors—including the criteria for qualifications, terms of appointment, eligibility, responsibilities and other related matters—is established in the Canada Marine Act and our Letters Patent. Members are appointed by the following four bodies:
- Federal government appoints eight members, seven of which are recommended by port users*
- Province of British Columbia appoints one member
- Prairie provinces of Alberta, Saskatchewan and Manitoba collectively appoint one member
- 16 municipalities that border the port authority’s jurisdiction collectively appoint one member
Once appointed to the board, members have a fiduciary obligation to represent the best interests of the port authority. The board operates by delegating certain authorities—such as spending—to management and by reserving certain powers to itself. The board’s governance role involves reviewing and approving the port authority’s:
- Corporate vision, mission, values, and goals
- Strategic planning process and direction
- Land use plan ·
- Business and annual operating and capital plans
- Goals and objectives for corporate performance
- Material risks
The board also reviews and approves:
- A board succession planning process
- The hiring, compensation, and planning succession of the president and CEO
Board members are appointed for terms of up to three years. They are eligible for reappointment but cannot serve more than nine consecutive years. The board of directors meets six times per year, usually for one full day. Members also attend a two-day retreat to discuss strategic issues. Committees meet at least six times per year.
* The port users advisory committee consists of representatives of port users and recommends candidates for seven of the board positions. A port user is defined as a person (including a partnership, an association, a body corporate or an individual) who makes commercial use of, or provides services at, the port.
Ensuring ethics and diversity in our governing board
To preserve and enhance the integrity and impartiality of the board, all directors and officers of the port authority are expected to follow a written code of conduct. This document establishes clear rules regarding conflicts of interest, inside information, outside employment, and more.
The code of conduct states that all board members must disclose any potential or real conflicts of interest to the board annually and at each governance committee meeting. Critical concerns relating to ethical conduct, such as issues raised through the Confidence Line, are reported to the board at every board meeting.
It’s also important that the board of directors reflects Canada’s diverse population. To ensure this, the port users advisory committee, also known as the nominating committee, has adopted a policy to work toward gender parity and diversity when nominating new board members.
Code of Conduct [PDF]
Leading the continuing development of port authority board of directors
Director development at the port authority is overseen by the governance and external relations committee – a board committee responsible for developing and recommending corporate governance principles. Opportunities for development include presentations by senior executives about emerging issues and topics relevant to our business, operations, and the regulatory environment, as well as information packages developed to enhance the directors’ understanding of a particular subject matter.
External experts are also invited from time to time to speak on various topics. In typical years, the board organizes site visits for directors to gain additional insights into various aspects of port business and global operations. Directors are also encouraged to participate in external professional development programs, both related to the specifics of the port and supply-chain environment, and more generally related to governance and areas linked to our overall strategic focus. Committee chairs may also coordinate education sessions on specific topics for their committee members.
Evaluating board performance in the name of continuous improvement
Continuous improvement is one of the port authority’s core values. As such, the board is committed to board and director evaluation. This process is designed to provide directors with an annual opportunity to examine how the board, its committees, the board chair, committee chairs and individual directors are performing, and to identify opportunities for improvement. Each year, the governance and external relations committee makes a recommendation to the board regarding the specific evaluation process to be undertaken. An independent, external evaluation is also conducted from time to time.
Members of the port authority’s board of directors can sit on one or more board-specific committees during their tenure. These committees focus on overseeing and facilitating key roles and responsibilities of the board. These committees include:
Audit and risk management committee
The audit and risk management committee assists the board of directors in fulfilling its obligations and oversight responsibilities regarding financial planning. These include the:
- Financial aspects of employer pension plans
- Audit process
- Special examination process
- Financial reporting
- System of corporate controls
- Risk management
Governance and external relations committee
The governance and external relations committee develops and recommends corporate governance principles. This work includes:
- Making recommendations regarding the size, composition and charters of board committees
- Assisting with the annual self-evaluation process
- Developing and recommending the board of director profile, the board of director recruitment profile and board of director succession plan
- Developing and overseeing a process to respond to appointing bodies’ enquiries regarding potential board candidates
- Administering the board code of conduct
The committee also provides oversight and guidance on the port authority’s relationships with key Indigenous groups, communities and stakeholders, including governments, special interest groups, tenants, and other customers, in areas with the greatest impact.
In addition, the committee also provides guidance and support for the port authority’s community and environmental strategies and initiatives. In this capacity, the committee:
- Oversees the port authority’s sustainability strategy and policy, and monitors compliance with this policy
- Provides oversight and guidance on sustainability matters
- Reviews sustainability-related policies, including sustainability, environment, project and environmental review policies
- Reviews and provides guidance on sustainability reporting
Human resources, compensation and safety committee
The human resources, compensation and safety committee assists with all matters related to human resources, including but not limited to:
- Chief executive officer evaluation and executive compensation
- Management development
- Succession planning
- Compensation philosophy
- Significant human resources policies and employee pension issues
- Organizational health and safety program
Major capital projects committee
The major capital projects committee assists with matters related to major capital projects, including providing strategic direction and guidance.