Governance policy issued by the board of directors of Accessibility Standards Canada

2.1 This Governance policy was established under the By-law authority conferred to the Board, and it sets provisions about the:

1. Governance of the Board; and
2. Application of the By-law. 

4.1 Provisions applying to Regular, Special and Annual public meetings

4.1.1 The Board must make an annual meeting calendar once each fiscal year for the following fiscal year. The calendar must indicate:

1. All Regular meetings and the Annual public meeting;
2. The date(s) of each meeting;
3. If the meeting is being held face-to-face or virtually; and
4. The city where each meeting will be held if it is face-to-face.

4.1.2 Directors may join meetings held face-to-face by videoconference or teleconference. Directors who join in these ways are considered to be present at the meeting.

4.1.3 Directors must inform the Chairperson or Vice-Chairperson if they cannot attend a Board meeting or the Annual Public meeting. They must make note of the reason why they cannot attend. Directors who do not do so are considered to have an unauthorized absence.

4.1.4 The Chairperson decides on the content of meeting agendas. The Chairperson works with the Vice-Chairperson and CEO to do so. The CEO decides on the time for items requiring the participation of staff and public officers.

4.1.5 The CEO decides which public officers will attend meetings. The Chairperson decides which guests from outside Accessibility Standards Canada will attend meetings. The Chairperson works with the Vice-Chairperson and CEO to do so. The Chairperson also works with the lead Director(s) to do so as per the Directors Engagement Handbook and processes in place for requests to meet with the Board. Public officers and guests may be invited to:

1. Present an agenda item; or
2. Support discussion of an agenda item.

4.1.6 The Chairperson decides on the type of meeting materials required to support Regular meetings. Materials must be in good enough shape to support Board discussion and decision-making. The Chairperson works with the Vice-Chairperson and CEO to do so. Accessible meeting materials must be sent to Directors and the CEO (and registrants as applicable) at least:

1. 7 calendar days before a Regular meeting;
2. 5 calendar days before a Special meeting;
3. 7 calendar days before the Annual public meeting.

The materials must also be made available in alternate accessible formats upon request.

4.1.7 The Chairperson will read Accessibility Standards Canada’s Conflict of Interest statement at each board meeting.

4.1.8 On a yearly basis, the Board will receive training from the Office of the Conflict of Interest and Ethics Commissioner and receive related supported resources.

4.2 Regular meetings

4.2.1 The Board must hold between 3 to 4 Regular meetings each fiscal year.

4.2.2 The Board must hold most of its regular meetings virtually to support the Federal Sustainable Development Strategy. When meeting in person, the Board will consider all regions of the country. If holding more than one face-to-face meeting, the Board should have the next in-person meeting in the NRC to save costs and limit travel. Regular meetings must be held in Canada.

4.2.3 Agendas for Regular meetings held face-to-face may be up to a maximum of 8 hours per day over 4 business days in a calendar week.

4.2.4 Agendas for Regular meetings held virtually may be up to a maximum of 4 hours per day over 3 business days in a calendar week.

4.2.5 Agendas for Regular meetings should at least include:

1. Roll call (taking attendance) to open the meeting;
2. Land acknowledgement;
3. Approval of the meeting agenda;
4. Proposed consent agenda (items that the Board may choose not to discuss to make time for other items), including:
   • The adoption of the record of decisions from a past Regular meeting and any Annual public meeting or Special meeting held in the meantime;
   • The Board forward agenda;
   • The work plans for the Standing and Advisory committees;
5. Business arising from the record of decisions;
6. Report from the Chairperson, including correspondence and updates on Directors’ engagement with interested parties;
7. Report from the CEO and public officers, including (as required): ;
   • Update on standards development;
   • Update on the research program;
8. Items for decision and motion statement;
9. The open agenda item “other business”;
10. A generative discussion (only for in-person meetings); and
11. An in-camera session.

4.2.6 Directors may propose an agenda item for the Board’s forward agenda during Regular meetings. Directors may also do so at any time by emailing the Chairperson. 

4.2.7 Directors must receive the draft agenda at least 45 calendar days before a Regular meeting. Directors have 7 calendar days to propose a new agenda item or other changes. The updated agenda must be sent to Directors and the CEO at least 30 calendar days before the meeting.

4.2.8 Directors may propose an agenda item for the open agenda item “other business” before or during a Regular meeting by:

1. Emailing the Chairperson at least 3 calendar days before the meeting; or
2. Making a motion during the meeting.

Directors may propose any item as “other business”. However, this agenda item should generally be used for items that are for information or discussion, and do not require meeting materials or decisions.

4.2.9 Generative (creative) discussion topics are for items that apply broadly to accessibility or disability. They may also help the Board think about its work. Directors may propose a new discussion topic before a meeting by:

1. Proposing the topic during a meeting for the next meeting; or
2. Emailing the Internal Affairs Committee at least 90 calendar days before a in-person meeting.

The Director who proposes the topic will be asked to introduce it at the Board meeting and support discussion with the committee.

4.3 Special meetings

4.3.1 The Board may hold Special meetings as needed to meet its mandate. The Board should seek to limit the number of Special meetings to no more than 5 in a fiscal year.

4.3.2 Special meetings may be called by the Chairperson, Vice-Chairperson or CEO. They are generally held for an item that requires attention or decision before the next Regular meeting. Directors and the CEO must receive at least 7 calendar days notice before a Special meeting.

4.3.3 Special meetings are held virtually and should not be longer than 2 hours recognizing:

1. The purpose of such meetings; and
2. Limitations of meetings held by such means.

4.3.4 During Special meetings, only the agenda items included in the proposed agenda may be addressed by the Board. Special meeting agendas must not include the open agenda item “other business”. Meeting agendas must be sent to Directors and the CEO at least 5 calendar days before a meeting. 

4.4 Records of decisions

4.4.1 The Governance team keeps a record of decisions for Regular and Special meetings. Records of decisions are:

1. Pre-approved by the Chairperson and the CEO;
2. Put on the agenda for final approval at the next Board meeting;
3. Sent to all Directors and the CEO within 30 calendar days of approval if approved with modifications; and
4. Posted online in an accessible format within 60 calendar days of approval and be made available in alternate formats upon request.

4.4.2 The record of decisions should include:

1. Attendance of participants;
2. The number and title of each agenda item, and whether the item included documents;
3. A very brief summary of decisions and follow-up actions for each agenda item; and
4. Each motion voted on, and if it was carried.

4.5 Annual public meeting

4.5.1 Annual public meetings are held face-to-face, virtually or in a hybrid style of face-to-face and virtual. The agenda may be up to a maximum of 1 business day. The Board may hold the meeting at any location in Canada as considered appropriate by the Board.

4.5.2 At least 45 calendar days before the Annual public meeting, a notice must be:

1. Sent to Directors and the CEO;
2. Posted online in an accessible format and be made available in alternate formats upon request.

4.5.3 Individuals and organizations should register to attend an Annual public meeting. Registrants may request accommodations. The notice of meetings should include a registration deadline that is 15 days before the meeting. 

4.5.4 Individuals and organizations may make submissions to the Board before an Annual public meeting. They may request that the Board address an item and include the details in their submission. The notice of meetings should include a submission deadline that is 30 days before the meeting. The Board should take reasonable efforts to respond to all requests and say if the item will be addressed or not. If the item will not be addressed at the meeting, the Board should address it in writing or in other ways.

4.5.5 Agendas for Annual public meetings should at least include:

1. Update from the Chairperson and CEO;
2. Guest speakers when present;
3. Submissions made by individuals or organizations that will be addressed at the meeting; and
4. An open session for questions and answers.

At least 20 calendar days before a meeting, the agenda must be:

1. Sent to Directors and the CEO;
2. Posted online in an accessible format and be made available in alternate formats upon request.

4.5.6 A video recording of the Annual public meeting with captions and ASL/LSQ interpretation will be posted online, along with the meeting agenda and the meeting documents.

4.6 Conduct of Meetings

Absence or incapacity of the Chairperson

4.6.1 The Vice-Chairperson acts as Chairperson in presiding over Board meetings if the Chairperson cannot attend all or part of a meeting. The Board may choose a Director to act as Chair if the Chairperson and Vice-Chairperson have to leave the meeting. This Director would do so until the Chairperson or Vice-Chairperson returns to the meeting.

4.6.2 If both the Chairperson and Vice-Chairperson (or a designate as such by the Minister) are absent at a Board meeting, the meeting can proceed as planned, as long as there is quorum. If the Chairperson or Vice-Chairperson is not identified in advance of the meeting, the Board will designate an acting Chairperson among themselves who will preside over the meeting.

Presenters and speakers

4.6.3 Directors interested in speaking should indicate their interest to the Chairperson. The Chairperson will:

1. Keep a list of speakers during meetings; and
2. Communicate to Directors the order of speakers on the list.

Motions and votes

4.6.4 Motions may be made by any Director. The CEO may suggest motions to the Board. Motions may be made before meetings for inclusion in the meeting agenda. They may also be made at any point during the meeting. Before discussion of a motion, a Director must move (suggest) the motion and another Director second it (agree), in order for it to be discussed.

4.6.5 The Board must try to operate on the principle of consensus-based decision making. Consensus requires that all concerns and comments are discussed fully and fairly before a motion is voted on. Consensus means that:

1. Directors substantially agree with a motion;
2. All significant concerns and comments have been resolved; and
3. A motion is carried by more than a majority of Directors but not necessarily by all Directors.

4.6.6 The Chairperson must assist the Board in making their decisions by consensus by:

1. Encouraging discussion after a motion has been made;
2. Making sure that each concern or comment raised is discussed fully and fairly;
3. Asking Directors if it would be helpful for the Chairperson to summarize discussion to reflect the “sense of the discussion”; and
4. Providing opportunity for the Director who first made the motion to change it or changing the motion on behalf of the Director as required.

4.6.7 The Board must vote on all motions made and accepted. The Board must also vote on any other matter that would constitute a decision of the Board.

4.6.8 Directors may vote “for” or “against” or chose not to vote (abstain). Directors cast their vote or abstain by indicating their decision to the Chairperson during meetings.

4.6.9 Any Director may make a motion for a vote to be administered as a written or private vote. This motion is considered to be approved by the Board as a whole if seconded by another Director. If the meeting is virtual, the private vote can be administered by email.

4.6.10 The Chairperson must indicate the count of votes during meetings and by email between meetings.

4.6.11 The Chairperson and Vice-Chairperson may vote. Their votes are counted in the same form as other Directors.

4.6.12 Proxy (representing another Director) votes are not allowed. Directors who cannot attend a meeting or vote between meetings may not vote in any other way. 

4.6.13 A lost motion may be made again on the basis of changes or other considerations.

4.6.14 Any Director may make a motion for an item to be voted on between meetings by email. The CEO may suggest a motion to the Board. Directors and the CEO must make motions to the Chairperson by email. 

4.6.15 The Chairperson, or the Governance team if asked by the Chairperson, administers voting through email by:

1. Presenting the motion to the Board and giving a voting period of 48 or 24 hours; and
2. Receiving and counting votes after the voting period.

4.6.16 The Board should consider voting on items by way of Special meeting if the item could benefit from more discussion. This supports the goal of making decisions by consensus.

4.7 In-Camera Sessions

4.7.1 The Board should generally seek to limit the use of in-camera sessions. This is in keeping with the values that guide Accessibility Standards Canada. It values open communication.

4.7.2 In-camera sessions provide the Board an opportunity to have discussions in confidence during Regular and Special meetings. While they are for Directors only, the Chairperson will usually invite the CEO to attend. The Chairperson may also request that selected public officers attend.

 4.7.3 A motion must be made and carried in order to use the in-camera session. Such motions may be made by any Director.

4.7.4 Any proposed motion coming from an in-camera session must be made and carried in open meeting. Once an in-camera session ends, the meeting will resume and the motion will be made, carried and voted on as part of the open meeting. The motion will be recorded by the public officer taking the record of decisions.

4.7.5 The Chairperson must debrief the CEO on the general nature of in-camera discussions after the meeting. This is the case for all discussions and especially for sessions about the CEO’s performance assessment.

5.1 Standing committees membership

5.1.1 Each Director, except the Chairperson, will sit on either the Internal Affairs Committee or the External Affairs Committee.

5.1.2 Committee member terms start on the date specified by the Board or, if not specified, on the date the Board approves their appointment. Members may serve for a term no longer than their term as a Board member. The term can be renewed by the Board.

5.2 Appointments and Acting Chair

5.2.1 The Chairperson suggests the appointment of Directors to Standing Committees. The Board approves appointments. The suggestion and the Board approval must indicate how long the term of Committee members will be.

5.2.2 The Chairperson suggests a replacement if a Director who is not the Committee chair resigns or can no longer be a Committee member. The Board approves these appointments.

5.2.3 In the long term absence or incapacity of the Chair, or if the Chair position becomes vacant, the acting chair of the Standing committee should be chosen by that committee and among committee members. If asked by the Standing committee, the Chairperson may designate the acting Chair among current members. The appointment of the Chair must be approved by the Board.

5.3 Roles

5.3.1 Standing committees are responsible for:

1. Reviewing best practices and any new federal requirements to inform their work;
2. Advising the Board and providing strategic advice on any issues related to matters within the scope of their work that the committee decides the Board should be made aware of;
3. Taking into account any general direction from the Minister to Accessibility Standards Canada related to their work;
4. Informing the Board as soon as possible in writing if a Committee member or the Committee chair resigns or can no longer be a member/chair;
5. Fulfilling the responsibilities outlined in the terms of reference and advancing files assigned by the Board; and
6. Obtaining pre-approval from the Board prior to working on a file that falls outside the usual responsibilities of the committee, and pre-approval from the CEO for project requiring additional resources.

5.3.2 The Committee chair is responsible for:

1. Working with Committee members to decide on the following with support from public officers:
   • Committee work plan;
   • Meeting agendas, content and meeting materials required;
   • Dates of meetings;
   • Participation of guests from outside Accessibility Standards Canada;
   • Inviting the Chairperson, the CEO or another Director to attend all or part of a meeting;
2. Presiding over meetings and assisting the committee in operating by consensus-based decision making;
3. Providing updates to the Board during Regular meetings;
4. Sharing a copy of the committee work plan and forward agenda, and the records of decisions with the Chairperson and the CEO:
5. Seeking the approvals needed from the Board and providing suggestions to the Board; and
6. Informing the Board in writing if a Committee member has 3 consecutive unauthorized absences from committee meetings.

5.3.3 Committee members are responsible for:

1. Advancing their files between meetings, respecting deadlines and presenting their files at Committee meetings;
2. Coming to the meetings prepared and having read all materials;
3. Attending committee meetings;
4. Applying their experience and expertise to committee matters, contributing to discussion and raising concerns and comments with the goal of achieving excellence, and advancing accessibility and inclusion; and

5.3.4 The CEO is responsible for:

1. Deciding which public officers will attend and support meetings.

5.4 Standing committee meetings

5.4.1 Standing committees must meet at least 2 times each fiscal year. They may meet as the committee considers appropriate but must not meet more than reasonably needed.

5.4.2 Standing committees should generally meet by videoconference or teleconference. Standing committee meeting can exceptionally be held face-to-face if:

• this is at the same time than a Board face-to-face meeting; and
• it does not incur additional travel expenses.

5.4.3 Request for a face-to-face meeting must be made by the Chair of the Standing committee who must:

1. Seek recommendation from the Chairperson; and
2. Obtain approval from the CEO; and
3. Include in its request the agenda for the proposed meeting along with estimated travel and per diem expenses.

5.4.4 Committee members may join face-to-face meetings by videoconference or teleconference. Committee members who join in these ways are considered to be present at the meeting.

5.4.5 Committee members must inform the Committee chair if they cannot attend a committee meeting. They must make note of the reason why they cannot attend. Committee members who do not do so are considered to have an unauthorized absence.

5.4.6 Meeting materials must be in good enough shape to support committee discussion and decision-making. Materials must be in accessible formats for Committee members.

5.4.7 Public officers keep the record of decisions of each meeting. Records of decisions are:

1. Pre-approved by the Chair;
2. Shared with the Chairperson and CEO; and
3. Approved at the next Standing committee.

5.4.8 The record of decisions should include:

1. Attendance of participants;
2. The number and title of each agenda item, and whether the item included documents;
3. A very brief summary of decisions and follow-up actions for each agenda item; and
4. Each motion voted on, and if it was carried.

5.5 In-camera sessions

5.5.1 In-camera sessions of Standing committees meetings provide the members an opportunity to have discussions in confidence. While they are for Committee members only, the Committee chair may invite the Chairperson or CEO to attend.

5.5.2 A decision must be made to go in-camera. Decisions to do so may be suggested by any Committee member before or at any point during a meeting.

5.5.3 Any proposed decision coming from an in-camera session of a meeting must be made in open meeting.

5.6 Quorum and decisions

5.6.1 Quorum is the currently serving Committee members less one member.

5.6.2 Standing committees can make suggestions to the Board. They may only make decisions in respect of their activities and in line with their terms of reference.

5.6.3 Committee decisions must be made by a majority of attending voting members. They must also be properly recorded.

5.7 Internal Affairs Committee

5.7.1 The Internal Affairs Committee is responsible for providing strategic advice and direction to the Board about:

1. Board’s internal policies and guidelines;
2. New and current Board members’ development and training;
3. The mission, values and long-term vision for Accessibility Standards Canada;
4. The performance evaluation of the Board and its committees;
5. The CEO performance assessment relative to the strategic plan; and

5.7.2 The Internal Affairs Committee must create, maintain and regularly review the following:

1. Board’s internal policies, including:
   • By-law No 1;
   • Governance Policy;
   • Travel Reimbursement and Per Diem Payment Guidelines;
   • Code of conduct and ethics for Board members that includes:
     • a values statement for the Board;
     • provisions respecting conflict of interest;
   • Whistleblower Policy;
   • Recruitment Policy;
2. A 3-year Strategic plan for the Board and Accessibility Standards Canada;
3. The Board’s annual meeting calendar.

5.7.3 The Internal Affairs Committee must review the performance of the CEO on an annual basis. The Internal Affairs Committee is responsible for creating, maintaining and reviewing the performance assessment mechanisms for the CEO.

5.7.4 The Internal Affairs Committee must conduct an evaluation of the performance of the Board and its committees. The frequency and type of evaluation (self-evaluation and/or external evaluation) is determined by the Board. The evaluations should at least consider:

1. The feedback and suggestions of Directors who left during the year (as applicable);
2. How many Regular meetings and Special meetings are held each fiscal year and how long they are;
3. Type and quality of meeting materials and if there is enough content and material;
4. Quality of meeting record of decisions;
5. Attendance of Directors, public officers and guests;
6. How Regular meetings and Special meetings are set up;
7. Conduct of meetings, including consensus-based decision making, and conduct between meetings; and
8. Communications between the Board, CEO and the staff.

5.8 External Affairs Committee

5.8.1 The External Affairs Committee is responsible for providing strategic advice and direction to the Board about:

1. The engagement strategy and plans for the department and the Board;
2. The involvement of people with disabilities in Accessibility Standards Canada activities;
3. The engagement of other interested parties such as:
   • other federal organizations;
   • provincial and territorial governments;
   • other levels of government;
   • Indigenous Canadians;
   • the federally regulated private sector; and others.
4. The incorporation of best practices for accessible communications and Accessibility Standards Canada’s branding;
5. The Board’s Annual public meeting, its theme, material and guests; and
6. Guests who may be invited to speak to the Board at meetings.

5.8.2 The External Affairs Committee must create, maintain and regularly review the Directors Engagement Handbook and related forms and guidance.

7.1    This policy takes effect on April 14, 2026.

7.2 This policy must be posted online in an accessible format within 45 calendar days of the effective date and be made available in alternate formats upon request.