Vancouver Fraser Port Authority
The Canada Marine Act
Assented to on June 11th, 1998 during the First Session of the Thirty-sixth Parliament, the Canada Marine Act is "an Act for making the system of Canadian ports competitive, efficient and commercially oriented". Among other things, the Act establishes the governance model for the Board of Directors, setting criteria for the qualifications, terms of appointment, eligibility, and other matters related to the Board of Directors.
Governance Model
The Board of Directors for Port Metro Vancouver is composed of 11 members: one federal appointee; one BC provincial appointee; one appointee for the prairie provinces Alberta, Saskatchewan and Manitoba; one municipal appointee; and, seven port user appointees.
Board of Directors
It will be the responsibility of the Port Metro Vancouver Board of Directors to exercise oversight of the activities of Port Metro Vancouver, acting honestly and in good faith with a view to the best interests of the port authority.
On an annual basis, each director and officer of Port Metro Vancouver acknowledges in writing that they have read and understood the organization’s Code of Conduct. This code establishes clear conflict of interest rules for directors and officers of the organization, and aims to preserve and enhance public confidence in the integrity and impartiality of our Board of Directors.
Appointment of Board Members
Role of the Nominating Committee
The Nominating Committee (NC) consists of appointments representative of port users. Pursuant to Section 4.19 of the Port Authority's Letters Patent, the NC receives nominations for members of the Board of Directors of Port Metro Vancouver. After reviewing the nominations, the NC provides recommendations to the Minister of Transport and is available to be consulted by the Minister with respect to the Minister's nomination of Section 4.6(e) directors as described in the Port's Letters Patent.
Role of CSR Committee
The Board CCSR Committee is responsible for providing guidance and support for the port’s community and environmental initiatives, including perspective on CSR performance and emerging issues. The Committee conducts an annual review of their Terms of Reference and periodically undertake governance reviews to assess their own practices and performance.
Definition of "User"
As outlined in the Canada Marine Act , a "user" is defined as a person (including a partnership, an association, a body corporate or an individual) who makes commercial use of, or provides services at, the Port.
Experience and Knowledge Requirements for Directors
Directors appointed — with the Minister consulting users — shall have generally acknowledged and accepted stature within the transportation industry or the business community and relevant knowledge and extensive experience related to the management of a business, to the operation of a port or to maritime trade.
Who is Not Eligible
The following persons are not eligible to be directors of a port authority (per Section 4.2 of VFPA’s Letters Patent):
- "An individual who is a mayor, councillor, officer or employee of a municipality mentioned in the Letters Patent" (Vancouver, the City of North Vancouver, the District of North Vancouver, Burnaby, Port Moody, Belcarra, the City of West Vancouver, the Corporation of Delta, Township of Langley, Maple Ridge, New Westminster, Pitt Meadows, Port Coquiltam, Surrey and Richmond;
- "An individual who is a member of the legislature of the provinces of British Columbia, Alberta, Saskatchewan or Manitoba, or an officer or employee of the public service or of a Crown corporation of one of those provinces";
- "A Senator or a member of Parliament or an officer or employee of the federal public service or of a federal Crown corporation";
- "An individual who is not a resident Canadian, as defined in subsection 2(1) of the Canada Business Corporations Act";
- "An individual who is a director, officer or employee of a person who is a user of the port";
- "An individual who is under eighteen years of age";
- "An individual who has been declared mentally incompetent by a court in Canada or elsewhere"; or
- "an undischarged bankrupt".
Term of appointments
During the four year period following the effective date of amalgamation:
- The term of any new director shall be for three years; and
- The term of any director who is renewed shall be for a maximum of three years.
The term of any director who is appointed or renewed after the expiry of the first four years following the effective date of amalgamation shall be for a term of three years.
Process for Nominations
The nominator must forward (mail, fax or email) a letter of nomination, the nominee's qualifications and confirmation the nominee meets the eligibility criteria to the Nominating Committee at the address included at the end of this document.
Deadline for Nominations
Nominations commence when the Nominating Committee advertises for nominations for directors, typically four months prior to the expiry of a current Nominating Committee recommended director.
Selection Process
After the deadline, the Nominating Committee will meet to review all "user" sector nominations. They will short-list the candidates and complete any necessary additional research into the qualifications and backgrounds of nominees. Once completed, they will forward a list of recommended candidates to the Minister of Transport for consideration in the "user" category. Subsequently, the Minister will nominate individuals to the Governor-in-Council to serve on the Board of Port Metro Vancouver.