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

2.1 Accessibility Standards Canada

2.1.1 The Act created Accessibility Standards Canada. Its mandate is to contribute to the realization of a barrier-free Canada.

2.2 Governance policy of Accessibility Standards Canada

2.2.1 The Board made this Governance policy based on the authority to do so in the By-law.

2.2.2 This Governance policy sets our provisions about the:

1. governance of the Board
2. application of the By-law

4.1 Number of meetings

4.1.1 The Board must hold at least 3 Regular meetings each fiscal year. The Board must not hold more than 4 Regular meetings in a fiscal year. The fiscal year starts on April 1 and ends on March 31 the following year.

4.1.2 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.

4.2 Annual meeting calendar

4.2.1 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
4. the city where each meeting will be held if it is face-to-face

4.2.2 The Board must hold at least 1 Regular meeting virtually  each fiscal year. The Board must hold another Regular meeting in the NCR if it plans to hold one or more Regular meeting face-to-face. Regular meetings in other locations must be held in Canada. The Board should endeavour to meet in all regions of the country over time.

4.2.3 The Board supports the Federal Sustainable Development Strategy. It does so by holding 1 Regular meeting virtually. It may also do so by holding 1 Regular meeting in the NCR. These meetings limit travel for Directors and/or Public officers.

4.3 Regular meetings

4.3.1 Directors may join Regular meetings held face-to-face by:

1. teleconference
2. videoconference
3. other accessible virtual platforms

Directors who join in these ways are considered to be present at the meeting. Directors are encouraged to join Regular meetings in person.

4.3.2 Directors must inform the Chairperson or Vice-Chairperson if they cannot attend a Board or 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.

4.3.3 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. Public officers and guests may be invited to:

1. present an agenda item
2. support discussion of an agenda item

4.3.4 Agendas for Regular meetings held face-to-face may be up to a maximum of 4 business days in a calendar week.

4.3.5 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.

4.3.6 The Chairperson decides on Regular meeting agendas. The Chairperson works with the Vice-Chairperson and CEO to do so. These agendas 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)
5. the adoption of minutes from a past Regular meeting and any Annual public meeting or Special meeting held in the meantime
6. business arising from the minutes
7. correspondence and updates including a Directors’ stakeholder engagement report
8. reports from the Chairperson, CEO and Chief or Deputy Chief Financial Officer
9. an update from the CEO or senior Accessibility Standards Canada official on risk management
10. updates from Standing committees and any active Advisory committee
11. the forward agenda
12. an annual calendar update
13. updates on/from Technical committees
14. updates from the Chief Operating Office on standards development
15. updates from the Chief Operating Office on the research program
16. items for decision and motion statement
17. the open agenda item “other business”
18. Generative (creative) discussion topics
19. an in-camera session

4.3.7 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 and Vice-Chairperson.

4.3.8 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.

4.3.9 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
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.

4.3.10 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 45 calendar days before a meeting

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

4.3.11 The Chairperson decides on the type of meeting materials required to support Regular meetings. The Chairperson works with the Vice-Chairperson and CEO to do so. Accessible meeting materials must be sent to Directors and the CEO at least 7 calendar days before a meeting. Materials must be in good enough shape to support Board discussion and decision-making.

4.3.12 The Corporate secretariat keeps the minutes of Regular meetings. Regular meeting minutes should include:

1. attendance of Directors and the CEO
2. attendance of Public officers and guests
3. the title of each agenda item
4. the title of each meeting material
5. a brief summary of each agenda item
6. each motion voted on, if it was carried, and if it included an action item

4.3.13 The Corporate secretariat seeks approval to forward draft minutes after the Regular meeting from:

1. the CEO or delegated senior Accessibility Standards Canada official
2. Chairperson
3. Vice-Chairperson

The Corporate secretariat sends the draft minutes to Directors for their review after approval. It also includes the minutes in the meeting agenda of the next Regular meeting for adoption. It may also include the minutes in the agenda of the next Special meeting if the Chairperson considers this appropriate. The Chairperson works with the Vice-Chairperson and CEO to do so.

The minutes as adopted must be sent to Directors and the CEO within 30 calendar days of the Regular meeting if adopted with modifications.

4.3.14 Regular meeting minutes must be:

1. available to the public
2. posted online in an accessible format within 60 calendar days of the meeting where approved
3. made available in alternate formats upon request

4.4 Annual public meeting

4.4.1 Annual public meetings are held face-to-face, virtually or in an hybrid style of face-to-face and virtual. The Board may hold the meeting at any location in Canada as considered appropriate by the Board.

4.4.2 At least 45 calendar days before a meeting notice of the Annual public meeting must be:

1. sent to Directors and the CEO
2. available to the public
3. posted online in an accessible format

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

4.4.3 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.

4.4.4 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 after the day the notice is posted. The Board should 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.

4.4.5 The provision about the attendance of Public officers and guests for Annual public meetings is the same as for Regular meetings.

4.4.6 The Annual public meeting agenda may be up to a maximum of 1 business day.

4.4.7 The Chairperson decides on Annual public meeting agendas. The Chairperson works with the Vice-Chairperson and CEO to do so. These agendas should at least include:

1. comments from the Chairperson and CEO
2. departmental reporting and planning highlights
3. guest speakers when present
4. submissions made by individuals or organizations that will be addressed at the meeting
5. an open session for questions and answers

At least 20 calendar days before a meeting agendas must be:

1. sent to Directors and the CEO
2. available to the public
3. posted online in an accessible format

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

4.4.8 The Chairperson decides on the type of meeting materials required to support Annual public meetings. The Chairperson works with the Vice-Chairperson and CEO to do so. Accessible meeting materials must be sent to Directors, the CEO and registrants at least 7 calendar days before a meeting. The materials must also be made available in alternate formats upon request.

4.4.9 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.

4.5 Special meetings

4.5.1 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.

4.5.2 Special meetings should not be longer than 2 hours recognizing:

1. the purpose of such meetings
2. limitations of meetings held by such means

4.5.3 The Chairperson decides the specific time (held virtually may be up to a maximum of 2 hours per day) of Special meetings. The Chairperson works with the Vice-Chairperson and CEO to do so. Directors and the CEO must receive at least 7 calendar days notice before a meeting.

4.5.4 The provision about the attendance of Public officers and guests for Special meetings is the same as for Regular meetings.

4.5.5 The provision about the type of meeting materials for Special meetings is the same as for Regular meetings. There is an exception and they must be sent at least 5 calendar days before a meeting.

4.5.6 The Chairperson decides on Special meeting agendas. The Chairperson works with the Vice-Chairperson and CEO to do so. These agendas should at least include:

1. roll call (taking attendance) to open the meeting
2. approval of the meeting agenda
3. items for decision and motion statement

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.

4.5.7 The provisions about Special meeting minutes are the same as for Regular meetings.

4.6 Conduct of meetings

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.

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.

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

1. keep a list of speakers during meetings
2. communicate to Directors the order of speakers on the list

4.6.3 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.

4.6.4 The Board must try to operate on the principle of consensus-based decision making. Consensus means that:

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

Consensus requires that all concerns and comments are discussed fully and fairly before a motion is voted on.

4.6.5 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”
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

4.7 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 meetings. While they are for Directors only, the Chairperson will usually invite the CEO to attend. The Chairperson may also request that select Public officers attend.

4.7.3 In-camera sessions are always included as an agenda item. A motion must be made and carried to use them. Motions to use them may be made by any Director. A motion can be made at any point during a meeting.

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 either:

1. the Public officer taking minutes is invited to rejoin the open meeting to take the minutes of the session or
2. the Board assigns a Director to take the minutes of the session and send them to the Corporate secretariat after the meeting

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

4.8 Conduct between meetings

4.8.1 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 and Vice-Chairperson by email.

4.8.2 The Chairperson administers voting through email by:

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

The Corporate secretariat may administer voting for the Chairperson if asked to do so.

4.8.3 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. The Board must vote on any item by way of Special meeting if such a meeting is called for by the Chairperson, Vice-Chairperson or CEO.

4.9 Voting

4.9.1 Directors may vote yes or no, or chose not to vote. If a Director chooses not to vote (abstain), it is counted as a vote of no.

4.9.2 Directors cast their vote or abstain by indicating their decision to the Chairperson during meetings. Any Director may make a motion for a vote to be administered as a written or private vote for a Regular meeting held face-to-face. This motion is considered to be approved by the Board as a whole if seconded by another Director.

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

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

4.9.5 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.

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

4.9.7 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.

4.10 Director Resignation

4.10.1 A Director may resign at any time by writing a letter of resignation, and submitting it by regular mail or email to the CEO, with a copy to the Chairperson.

4.10.2 When the CEO receives a resignation letter, they will inform the Minister and the Clerk of the Privy Council by sending a copy of the letter by email or regular mail within fifteen (15) days of receiving it.

4.10.3 The CEO will inform CFO of the departure, so that on the resignation date they may:

1. restrict access to confidential board information
2. update communication and email lists
3. update the website and any relevant social media
4. arrange to retrieve any government assets including confidential board information, if necessary
5. make changes to the pay system
6. take other action as required

6.1 Current Standing committees

6.1.1 The Board must appoint a minimum of two Standing committees:

1. an Internal Affairs Committee of up to 5 Directors
2. an External Affairs Committee of up to 5 Directors

6.1.2 The Internal Affairs Committee is responsible for all internal issues including but not limited to communications, governance, strategic planning, performance evaluation and other tasks as amended from time to time.

6.1.3 The External Affairs Committee is responsible for all external matters including but not limited to the Annual public meeting, consultations, promotional communications, stakeholder engagement and other tasks as amended from time to time.

8.1 Review

8.1.1 The Board must create a mechanism for reviewing this Governance policy at least every 4 years.

8.2 Amendment

8.2.1 This Governance policy may be amended by way of motion in line with the provisions about quorum and voting in the By-law. The motion must be made and carried during a Regular meeting or special meeting.