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 (“CMA”) 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.
Board of Directors
On an annual basis, Board Directors and Executives acknowledge in writing that they have read and understood the organization’s Code of Conduct (Schedule "E" of VFPA’s Letters Patent). This Code establishes clear conflict of interest rules and Board Members must disclose any potential or real conflicts of interest.
The Board typically meets six times per calendar year. Board meetings are usually a full day. In addition to the regularly scheduled Board Meetings, the Board attends a two-day retreat to discuss strategic issues. Other meetings may be scheduled as necessary. The Board conducts an annual review of its Terms of Reference and periodically undertakes reviews to assess their own practices and performance.
There are presently five Board Committees:
Audit Committee Purpose: To fulfill its statutory duty to assist the Board of Directors in fulfilling its obligations and oversight responsibilities relating to financial planning, the audit process, the special examination process, financial reporting, the system of corporate controls and risk management and when required, make recommendations to the full Board for approval.
Community and Corporate Social Responsibility Committee Purpose: 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.
Governance Committee Purpose: To develop and recommend to the Board a set of corporate governance principles; make recommendations regarding the size, composition and charters of the committees of the Board; assist the Board and Board committees with the annual self-evaluation process; develop and recommend to the Board the Board Profile, the Director Recruitment Profile and Board Succession Plan; develop and oversee a process to respond to Appointing Bodies’ enquiries regarding potential Board candidates as appropriate, and administer the VFPA’s Code of Conduct.
Human Resources and Compensation Committee Purpose: To assist the Board with respect to all matters relating to human resources, including but not limited to, CEO evaluation and compensation, management development, succession planning; compensation philosophy for the Authority, significant human resources policies and employee pension issues.
Major Capital Projects Committee Purpose: To assist Management with matters relating to major capital projects, including providing strategic direction and guidance and reporting back to the Board on the Committee’s recommendations.
The Committees have at least six scheduled meetings per year, which are typically held the day prior to the six scheduled Board meetings. Other meetings may be scheduled as necessary. Each Committee typically has four Board representatives. The Committees conduct an annual review of their Terms of Reference and periodically undertake reviews to assess their own practices and performance.
Terms of appointments
The term of any new Director is for three years and Directors are eligible for two re-appointments to a three year term, for a maximum of 9 years on the Board.
Who is not eligible
- The following persons are not eligible to be Directors of a port authority (per Section 16 of the CMA):
- "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 the House of Commons;
- “An officer or employee of the federal public service administration, a federal Crown corporation or a port authority";
- "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".
Appointment of Board of Directors
Directors are appointed by five appointing bodies as follows:
- one Federal appointee;
- one BC Provincial appointee;
- one appointee for the prairie provinces of Alberta, Saskatchewan and Manitoba;
- one Municipal appointee; and,
- seven Federal appointees recommended by the Nominating Committee (port users).
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.
- The Nominating Committee consists of representatives of port users as defined in Schedule "D" of the VFPA Letters Patent. Pursuant to Section 4.19 of the VFPA’s Letters Patent, the Nominating Committee receives nominations for appointees to the VFPA Board of Directors. The function of the Nominating Committee is to provide recommendations to the Minister of Transport, Infrastructure and Communities (“Minister”). The Minister may consult the Nominating Committee with respect to the Nominating Committees’ proposed candidates with respect to the Minister's nomination of Section 4.6(e) directors as described in the VFPA's Letters Patent.
- Experience and Knowledge Requirements for Directors: As outlined in the CMA, Directors appointed by the Governor-In-Council, with the Minister consulting the Nominating Committee, 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.
- 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, the Committee will forward a list of recommended candidates to the Minister for consideration in the "user" category. Subsequently, the Minister will nominate individuals to the Governor-in-Council to serve on the Board of Directors of the VFPA.
For further information, please contact:
c/o Dean Readman, Corporate Secretary
Vancouver Fraser Port Authority,
100 The Pointe 999 Canada Place
Vancouver, BC V6C 3T4
Tel: (604) 665-9000 Fax: (604) 665-9062