Transition Binder for Chief Executive Officer

Board of Directors Governance Manual

Table of Contents

Last updated: June 2020

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Part 1: Legislation

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Part 2: Bylaws

Canada Energy Regulator Board of Directors By-law # 1

Interpretation

  1. 1. The following definitions apply to all by-laws and resolutions of the Board of Directors. "Act" means the Canadian Energy Regulator Act.
  2. "Regulator" means the Canada Energy Regulator established by subsection 10(1) of the Act.
  3. "Board" means the Board of Directors of the Regulator established by section 14 of the Act and includes the Chair, Vice-Chair, and three to seven other Directors.
  4. "Board Plan" means a plan recommended by the Chair, approved by the Board before the beginning of the fiscal year if possible, and incorporating, as a minimum, in respect of that fiscal year, the following elements:
    • schedule of Regular Meetings of the Board; and
    • schedule of Regular Meetings for all Committees;
  5. "Chair" means the Chairperson of the Board appointed under section 15 of the Act.
  6. "CEO" means the chief executive officer of the Regulator appointed under section 21 of the Act. The CEO is responsible for the management of the Regulator’s day-to-day business and affairs, including the supervision of its employees and their work.
  7. "Chief of Staff" means the Chief of Staff of the Regulator or such other Regulator official whose role includes that of corporate secretary to the Board.
  8. "Committee" means any committee of the Board.
  9. “Consensus” means the general agreement of all Board members on a course of action. Consensus does not require concurrence on every point but rather broad agreement on the general approach and a willingness to accept the overall course of action.
  10. "Days" means business days of the Regulator.
  11. "Directors" means the Chair, Vice-Chair and other directors of the Board appointed under section 15 of the Act.
  12. "Fiscal Year" means the period extending from April 1 of a given year to March 31 of the following year.
  13. "Governance Manual" means the manual prepared and maintained on an ongoing basis by the Chief of Staff containing legislation, by-laws, policies and other documents relevant to the mandate and operations of the Board.
  14. “Lead Commissioner” means the Lead Commissioner designated under section 37 of the Act.
  15. "Minister" means any member of the Queen’s Privy Council for Canada to be designated the Minister under section 8 of the Act.
  16. "Official Document" means:
    • minutes of Board and Committee meetings, and any reports prepared by or on behalf of the Board or any Committee;
    • documents duly authorized committing the Board to act or witnessing any right or obligation the Board may have, including, without limiting the generality of the foregoing, by-laws and resolutions of the Board; and
    • memoranda of understanding, letters of intent and any other document the Board may add to this list by resolution.
  17. "Regular Meeting" means a scheduled Board or Committee meeting as identified in the Board Plan.
  18. “Special Meeting” means a Board or Committee meeting not in the Board Plan that is called to address an urgent or important matter that must be considered by the Board or a Committee prior to the next Regular Meeting.
  19. “Vice-Chair” means the Vice-Chairperson of the Board appointed under section 15 of the Act.

Mandate of the Board

  1. 2. The Board shall exercise all the powers and perform all the duties and functions granted to it under the Act, which powers shall be exercised and duties and functions performed in accordance with its by-laws and the resolutions the Board may make from time to time

Chair of the Board

  1. 3. Subject to the provisions of this By-law, the Chair shall:
    1. (1) ensure the Board fulfills its legislated mandate and responsibilities in a transparent manner;
    2. (2) call, determine the agenda for, and preside over Board meetings;
    3. (3) oversee the application of sound governance practices;
    4. (4) after consultation with the Board, nominate Directors to serve as chair and members of each Committee, to be appointed on an annual basis, or as otherwise required, by resolution of the Board;
    5. (5) represent the Board and appear on its behalf at official functions and engagement events, and have prime responsibility for interaction, on behalf of the Board, with the Minister, Lead Commissioner, CEO, Regulator officials, and external officials, parties or bodies, having regard to the Board’s mandate;
    6. (6) be an ex-officio, non-voting member of all Committees; and
    7. (7) perform all other duties and functions as may be assigned by resolution of the Board.

Vice-Chair

  1. 4. The Vice-Chair shall, in the absence of the Chair:
    1. (1) preside over Board meetings;
    2. (2) act as the main point of contact between the Board and the CEO between Board meetings;
    3. (3) if and as required, fulfill the other responsibilities of the Chair, consistent with Board by-laws, policies and other applicable documents; and
    4. (4) perform any other duties and functions as may be assigned by resolution of the Board.

Directors

  1. 5. The Directors of the Board shall:
    1. (1) act in accordance with the Act and with Board by -laws, policies and other applicable documents as contained in the Governance Manual;
    2. (2) make every reasonable effort to prepare for, attend and actively participate in Board and Committee meetings;
    3. (3) immediately advise the Chief of Staff in the event that they become unable to attend a Board or Committee meeting;
    4. (4) participate in Committees in accordance with appointments made under subsection 3(4) of this By-law;
    5. (5) as a condition of their appointment as public office holders, comply with the requirements of the Conflict of Interest Act, the Ethical and Political Activity Guidelines for Public Office Holders, and section 16 of the Act; and
    6. (6) perform all other duties and functions as may be assigned by resolution of the Board.

Chief of Staff

  1. 6. The Chief of Staff, in their corporate secretary to the Board function, shall:
    1. (1) receive requests for Special Meetings of the Board or a Committee and notify Directors accordingly;
    2. (2) record and keep all decisions, and keep minutes of all Board and Committee meetings;
    3. (3) provide Directors with the agenda, the minutes of all Committee meetings, and all other relevant documents, notices and information as may be required for all Board and Committee meetings;
    4. (4) prepare and recommend to the Chair the Board Plan;
    5. (5) keep records of Official Documents, and make them available upon request to any Director;
    6. (6) upon request, ensure that certified copies of Official Documents and other documents are issued;
    7. (7) sign Official Documents and such other documents as the Board may determine by resolution;
    8. (8) act in accordance with directions of the Board; and
    9. (9) perform all other duties and functions as may be assigned by resolution of the Board.

Committees

  1. 7. The Board may from time to time establish any Committee, as it deems necessary or appropriate for such purposes and, subject to the Act, assign it such powers as the Board shall see fit. Any such Committee may formulate its own rules of procedures, subject to such policies or directions as the Board may from time to time make.
  2. 8. No Committee shall have the power to act for or on behalf of the Board or otherwise commit or bind the Regulator to any course of action. Committees shall only have the power to make recommendations to the Board as the Board may from time to time direct.
  3. 9. Each Committee established by resolution of the Board shall draft a Committee terms of reference and submit it for approval at the next Board meeting. Committee terms of reference will be reviewed by the Board annually.

Board Meetings

  1. 10. The Board shall hold at least four Regular Meetings a year and also may hold Special Meetings as needed.
  2. 11. The quorum for any Board meeting shall be a majority of the Directors, including the Chair, holding office at that time.
  3. 12. Persons who will be present at Board meetings shall be the Directors, the CEO, the Chief of Staff, General Counsel, and any such other persons who are required under any provision of the Act, Board by-laws or Board policy to be present at the meeting. Any other person may be present at Board meetings on the invitation of the Chair.
  4. 13. The CEO shall be a non-voting participant at Board meetings.
  5. 14. Unless otherwise required by Board by-law, every question before the Board shall be decided by reaching Consensus or, in the absence of reaching Consensus, by a majority of votes of the Directors present at any Board meeting.
  6. 15. The Board may adopt, amend or repeal by-laws by the affirmative vote of not less than two-thirds of the Directors present at any Board meeting.
  7. 16. A Director, in respect of a resolution passed or action taken at a Board meeting, may request that their vote be recorded in the minutes.
  8. 17. (1) Subject to subsection (2) of this By-law, Regular Meetings of the Board shall be held at the time and place specified in the Board Plan.
  9. (2) Any Regular Meeting of the Board may be held at such other time or place as may be determined by the Board to be appropriate, provided that notice of such change is communicated in writing to the Directors no less than 15 days before the date specified in the Board Plan.
  10. (3) Every Regular Meeting of the Board shall have an agenda which includes:
    1. for approval, the minutes of the previous Regular Meeting of the Board and of all Special Meetings of the Board held since the last Regular Meeting;
    2. a call for declaration of conflicts of interest;
    3. for information, the minutes of all Committee meetings held since the last Regular Meeting of the Board;
    4. a report by the CEO on any significant activities of the Regulator since the last Regular Meeting of the Board, which shall include any reported non-compliances of the Regulator with relevant legislation or binding policy or directives;
    5. an update by the Lead Commissioner on any significant activities of the Commission since the last Regular Meeting of the Board. The Board shall not give direction or advice with respect to any particular decision, order or recommendation made by the Commission; and
    6. an in camera session with the CEO present and an in camera session without the CEO present.
  11. 18. (1) Special Meetings of the Board may be called by the Chair to address an urgent or important matter that must be considered by the Board prior to the next Regular Meeting of the Board, or at the written request of at least one third of the Directors holding office at that time.
  12. (2) Special Meetings of the Board shall be held within ten working days after the Chief of Staff has received a request for such a meeting, on five-days notice to the Board.
  13. (3) Any Special Meeting of the Board may be deemed to have been a Regular Meeting of the Board upon unanimous consent of all Directors in attendance at that meeting.
  14. (4) In the event the Chairperson considers it not practicable or warranted for a Special Meeting to be convened, any resolution of the Board may be passed by affirmative email received by the Chief of Staff from each and all of the Directors entitled to vote on that resolution. Such a resolution is as valid as if it had been passed at a Regular or Special Meeting of the Board.

Remote Participation

  1. 19. If the Regulator chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a Board or Committee meeting, one or more persons entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility. A person participating in a meeting by such means is deemed to be present at the meeting. Any Director participating in a Board or Committee meeting pursuant to this section who is entitled to vote at that meeting may vote by means of any telephonic, electronic or other communication facility that the Regulator has made available for that purpose.
  2. 20. If the Directors call a Special Meeting of the Board, those Directors may determine that the meeting shall be held entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Committee Meetings

  1. 21. Regular Meetings of Committees shall take place at the time and place specified in the Board Plan, or at such other time and place as may be determined by the chair of the Committee with the concurrence of the Chair of the Board provided that notice of such change is communicated in writing to the Committee members no less than 15 days before the date specified in the Board Plan.
  2. 22. Special Meetings of a Committee may be called by the Chief of Staff at the request of the Chair of the Board or the chair of the Committee to address an urgent or important matter that must be considered by the Committee prior to the next Regular Meeting of the Committee. Such meetings shall be held within ten working days after the Chief of Staff has received the request, on three-days notice to the members of the Committee.
  3. 23. A majority of Committee members shall constitute a quorum of the Committee.

General

  1. 24. The Regulator shall keep at its headquarters a record of Board and Committee members and of all Official Documents.
  2. 25. All books and records of the Regulator relevant to the mandate of the Board may be inspected by any Director.
  3. 26. This By-law shall come into force on the date it is enacted by resolution of the Board.
  4. 27. This By-law shall be reviewed annually by the Board and updated as may be required.
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