Minutes of the Board of Directors’ special meeting - November 19, 2020
Members of the Board of Directors (the Board)
- Me Paul-Claude Bérubé, Chairperson
- Mary Reid, Vice-Chairperson
- William Adair, Director
- Kory Earle, Director
- Maureen Haan, Director
- Penny Hartin, Director
- Rabia Khedr, Director
- Brad McCannell, Director
- Dr. Joe McLaughlin, Director
- Laurie Ringaert, Director
Accessibility Standards Canada public officers
- Philip Rizcallah, Chief Executive Officer (CEO)
- Heather Throop, Special Advisor
- Philipe Sarrazin, Chief Financial Officer (CFO)
- Maggie Saunders, Manager, Governance and Reporting
- Micah Walter, Policy Analyst, Governance and Reporting
- Lorraine Trudel, Coordinator, Governance and Reporting
- Anthony Jolicoeur, Coordinator, Governance and Reporting
- Gavin Scharfe, Analyst, IM-IT, Administration
Thursday, November 19, 2020
1. Welcoming remarks and roll call
The Chairperson opened the meeting and completed the roll call to confirm participants.
2. Board meeting agenda
Document 2A: Proposed Agenda
The Chairperson presented the proposed agenda and reminded members of the shortened meeting.
16-1 Motion presented and seconded to approve the agenda.
Carried by all.
3. Governance Policy
Document 3A: Governance Policy
The Chairperson indicated that the Board members would hear from the Governance Committee on changes made to the Governance Policy, and would have an opportunity to discuss these changes. Members would then be in a better position to approve the amended Governance Policy at the December Board meeting.
The Chair of the Governance Committee, Mr. Earle, took the opportunity to thank both Mr. Adair and Ms. Ringaert as well as public officers (staff) for their work and support on the Governance Committee.
Staff presented the various changes to the Governance Policy made since the October Board meeting, which were highlighted in the document, for ease of reference. Areas of amendment included:
- The terms of reference of the proposed risk management committee, including composition and mandate, among others
- In-camera details
- Standing committee member term lengths
For the latter, Board members reviewed key questions:
1. What should the term lengths of standing committee members generally be, and should they be incorporated into the Governance Policy?
2. When the Board approves committee members, should that approval indicate the term lengths for committee members?
The Governance Committee proposed that term lengths should generally be for 2 years. The Governance Committee proposed that when the Board is approving terms, that the motion indicates the term length.
Board members sought clarification as to whether the discussion was intended to be an opportunity to provide comments on the entire document or simply the highlighted sections.
The Chairperson noted that this would be the last opportunity for Board members to provide their feedback on the Governance Policy and confirmed that the item was only on the agenda for discussion and not for approval. He added that the Governance Committee will review feedback provided and present final recommendations for approval. Approval is slated for the December Board meeting.
The Chair of the Governance Committee welcomed any final feedback on the Governance Policy; however, he noted that feedback about the sections that were not highlighted could impact its ability to complete the work in advance of the December Board meeting.
Following discussions and comments from Board members, the decision was made to walk through the Governance Policy document, in order for members to be able to provide their comments on the modifications in real time.
4. Concluding remarks
The Chairperson reiterated that the Board would not be approving the Governance Policy at the meeting. He invited Board members to provide final written comments to the Governance Committee as soon as possible with the understanding that the Governance Policy would likely not be ready for approval in December after all.
16-2 Motion presented to adjourn meeting at 2:15 p.m.
Carried by all.