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Introduction
 
Highlights
 
Message from the President and CEO
 
About Us
 
Key Performance Indicators
 
Changing our Culture
 
Connecting With Customers
 Transaction Mail
 
Connecting With Customers
 Parcels
 
Connecting With Customers
 Direct Marketing
 
Social Responsibility
 
Corporate Governance
 
Board of Directors
 
Officers of the Corporation
 
Chairman's Message
 
Ombudsman's Message
 
Financial Performance
 
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The Role and Composition of the Board

The role of the Board is explicitly supported by the statutory framework within which Canada Post operates (the Canada Post Corporation Act and the Financial Administration Act), the Corporation’s bylaws, and its Statement of Board Values and Board Charter.

The Board is responsible for overall guidance on the strategy, business plans and related affairs of the Corporation. It is responsible for overseeing Canada Post on behalf of the Shareholder. In carrying out its oversight role, it is the Board that holds management accountable for business performance and achievement of the Corporation’s other objectives. To fulfill these responsibilities, the Board is called upon to exercise judgment in the following general areas:

  • Canada Post’s strategic direction and Corporate Plans;
  • major contracts;
  • safeguarding Canada Post’s resources;
  • establishing and implementing processes for the recruitment of senior officers and Board members;
  • monitoring corporate performance; and
  • providing timely reports to the Shareholder.

Canada Post’s Board of Directors is comprised of 11 members, including the Corporation’s President and Chief Executive Officer. Two directorships were vacant during part of 2007. However, in October, the vacancies were filled to constitute a full Board. The Chairman and the President and Chief Executive Officer are Governor-in-Council appointees. As overseer of a $7-billion commercial and self-sufficient enterprise, the Board must bring strong business judgment, and valuable experience and insight in other fields, to the stewardship of the Corporation. The Board meets on both pre-arranged meeting dates and at such other times as deemed necessary by the Chairman. In order to provide strong oversight for such a large, complex and important company, the Board must devote approximately 35 days per year to its deliberations. In 2007, the Board held seven meetings and its committees met 22 times.

Independence of the Board

Traditionally, the position of the Chairman and that of the Chief Executive Officer are separate, although both are Governor-in-Council appointments. In addition, the Board normally holds its meetings with the President and Chief Executive Officer as a member and the Chief Operating Officer as an invitee. Otherwise, the Board meets without the presence of management unless its presence is required for presentations or reports and, at each meeting, the Board holds an in camera session. The Audit Committee regularly meets in camera individually with the Corporation’s external and internal auditors. Furthermore, the Board, its committees and individual directors may engage independent counsel and advisors upon request and at the discretion of the Board.

Committees of the Board

The Board has formed the following committees to assist it in fulfilling its oversight responsibilities:

  • The Audit Committee reviews financial information, which will be provided to Parliament and other stakeholders, the systems of corporate controls, which management and the Board have established, the audit process, the risk management framework, and assesses the Corporation’s financial performance against its Corporate Plan.
  • The Corporate Governance and Nominating Committee provides a focus on corporate governance, assesses corporate values and the elements which facilitate Board effectiveness, such as Board self-assessment, Committee structure and Terms of Reference, assists the Board in determining the composition and structure of the Board, and recommends candidates for Board membership, Chairman and President and Chief Executive Officer.
  • The Human Resources and Compensation Committee reviews human resources and compensation matters, including the compensation of the President and Chief Executive Officer, recruitment, compensation and development, retention, and significant human resource policies and labour relations issues.
  • The Pension Committee oversees the $14-billion Canada Post Pension Plan, pension plan matters and policies, including pension plan liabilities, pension plan strategies, the Corporation’s responsibilities as pension plan sponsor, the Corporation’s fiduciary responsibilities as pension plan administrator, makes investment decisions in accordance with the Statement of Investment Policies and Procedures, and oversees investment managers.
  • The Corporate Social Responsibility (CSR), Environment, Health and Safety Committee oversees the Corporation’s policies, programs, practices, procedures and performance with respect to CSR, including the environment and occupational health and safety.
Board Effectiveness

The Board regularly assesses its effectiveness and functioning through a self-assessment survey. The Board has created membership criteria that set out the skills and personal qualities expected of its members for the use of the Government in appointing Board members. The compensation of the Board complies with the Remuneration Guidelines for Part-time Governor in Council Appointees in Crown Corporations issued by the Privy Council Office, and an orientation process is established for new directors. As well, a process is in place to assess the ongoing development requirements of directors, and training opportunities are provided to continue to enhance the effectiveness of existing directors.

Fraud and Error

Pursuant to recommendations issued by the Canadian Institute of Chartered Accountants in 2004, the Audit Committee assumed enhanced responsibility to consider fraud and error in financial statements. Accordingly, the Audit Committee reports that it has reviewed and accepts the company’s financial statements, the attached notes, the auditor’s opinion and their assertions on independence.

Subsidiaries

A Governance Model for Canada Post’s subsidiaries ensures consistent governance practices where the Corporation holds a majority interest.

The Board and management of Canada Post hold the view that sound governance practices that are dynamic in nature are the bedrock of a quality organization that builds value and is dedicated to its employees and customers. Corporate governance is an essential component to the fulfillment of Canada Post’s public policy and commercial mandates, and will contribute to ensuring that all Canadians continue to receive a universal and affordable national postal service.