Assented to on June 11, 1998 during the First Session of the Thirty-sixth Parliament, the Canada Marine Act is “an Act for making the system of Canadian ports competitive, efficient and commercially oriented”. Among other things, the Act establishes the governance model for the board of directors, setting criteria for the qualifications, terms of appointment, eligibility, and other related matters.
The governing directors of the Vancouver Fraser Port Authority are appointed by four bodies as follows:
- Federal government appoints eight members, seven of which are recommended by port users
- Province of British Columbia appoints one member for the province of British Columbia
- Prairie provinces of Alberta, Saskatchewan and Manitoba collectively appoint one member
- 16 municipalities that border the port authority’s jurisdiction collectively appoint one member
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. Once appointed to the board, members have a fiduciary obligation to represent the best interests of the port authority. The eleven members of the board of directors offer a broad range of experience and expertise and have several roles:
- set direction and guide the port authority in fulfilling our mandate
- approve the corporate vision, mission, values, and goals
- set goals and objectives for corporate performance
- review performance against goals and objectives
Terms are three years. Two re-appointments are permitted for a maximum of nine years. The Code of Conduct establishes clear conflict of interest rules and board members must disclose any potential or real conflicts of interest. 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 audit committee assists the board of directors in fulfilling its obligations and oversight responsibilities relating to financial planning, the audit process, the special examination process, financial reporting, the system of corporate controls and risk management.
Governance and stakeholder relations committee
The governance and stakeholder relations committee develops and recommends corporate governance principles, makes recommendations regarding the size, composition and charters of board committees, assists with annual self-evaluation process, develops and recommends the develop and oversee a process to respond to appointing bodies’ enquiries regarding potential board candidates as appropriate, and administer the Code of Conduct.
The committee also provides oversight and guidance with respect to the port authority’s relationships with key stakeholders, such as governments, First Nations, special interest groups, tenants and other customers, in areas with the greatest impact.
Human resources and compensation committee
The human resources and compensation committee assists with respect to all matters relating to human resources, including but not limited to, chief executive officer evaluation and compensation, management development, succession planning, compensation philosophy, significant human resources policies and employee pension issues.
Major capital projects committee
The major capital projects committee assists with matters relating to major capital projects, including providing strategic direction and guidance.