Setting a new direction
The Board of Directors provides oversight and guidance on behalf of the Government of Canada, which is Canada Post’s shareholder, on the strategies and related affairs of Canada Post.
The Board holds management accountable for its business performance and strategic objectives. The Board has one vacancy and 10 members, including the President and Chief Executive Officer, all of whom are appointed by the Governor in Council. The Board or its committees met in person and by teleconference 34 times in 2019.
The Board exercises due diligence over:
- strategic initiatives and corporate plans
- service and operational performance
- internal control and financial reporting
- major contracts and investments
- recruitment of senior officers
- health and safety, labour and compensation management
- effective reporting to the shareholder.
Renewal of the corporate strategy
In 2019, the Board focused on setting a new strategic direction that reflects the values and priorities of the Government of Canada and of Canadians. This strategy is anchored in engaging employees, delighting customers, reinventing our retail model and leveraging our superior network. To achieve these goals, Canada Post is guided by its Environmental, Social and Governance principles as it ensures service to Canadians.
Gender balance and diversity
Canada Post recognizes the relationship between gender diversity and corporate performance. The Board currently has five female members, including the Chair. The Board is also a reflection of Canada’s diversity. The Board has established an Equality in Employment policy for the Corporation and regularly reviews its performance in this area.
Independence of the Board
The Corporation has a Statement of Board Values and Board Charter, a document outlining standards of conduct for directors, and a bylaw that requires directors to be independent of management. As provided for by the Canada Post Corporation Act, the positions of the Board Chair and of the President and Chief Executive Officer were held by the same person from April 2018 until early March, 2019. In light of this, steps were taken to strengthen Board independence during this period.
The Board holds its regular meetings with the President and Chief Executive Officer as a member and with the Chief Financial Officer and General Counsel as invitees. The Board holds in-camera sessions with outside directors only. The Audit Committee meets in camera with external and internal auditors. The Board engages independent counsel and advisers as it deems necessary.
Committees of the Board
Additional oversight is accomplished by the Audit Committee; the Environmental, Social and Governance Committee; the Human Resources and Compensation Committee; the Labour Relations Committee and the Pension Committee.
The Board regularly assesses its effectiveness through a self-assessment survey. It has set criteria for desired skills and attributes used to identify potential gaps in succession. Board remuneration complies with guidelines issued by the Privy Council Office.
Alignment and oversight of Canada Post’s subsidiaries ensure consistent governance practices in companies in which Canada Post holds a majority interest.
Governance in principle
Canada Post holds the view that effective organizations require governance practices that are comprehensive but dynamic. Good governance is an essential component in ensuring that the Corporation continues to serve Canadians in an effective and sustainable manner.