Rules of Governance

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Introduction

WHEREAS subsection 9(3) of the Canadian Dairy Commission Act provides that the Canadian Dairy Commission may make the rules it deems necessary “for the fixing of a quorum for any of its meetings and generally for the conduct of its activities under this Act”;

WHEREAS the Federal Accountability Act amends the Canadian Dairy Commission Act;

AND WHEREAS subsection 114. (1) of the Financial Administration Act provides that “The board of directors of a parent Crown corporation may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation, unless the charter or by-laws of the corporation otherwise provide”.

NOW THEREFORE the following Rules are herewith approved pursuant to subsection 9(3) of the Canadian Dairy Commission Act as the Governance Rules of the Canadian Dairy Commission:

GOVERNANCE RULES

PART 1 - GENERAL

1.1 DEFINITIONS

In these Rules, unless the context otherwise requires:

(1) “Act” means the Canadian Dairy Commission Act, as amended from time to time;

(2) “CDC” means the Canadian Dairy Commission established by the Act;

(3) "Commission" means the Canadian Dairy Commission's governing body established by section 3 of the Act;

(4) “FAA” means the Financial Administration Act, as amended from time to time;

(5) “Member” means a Member of the Commission consisting of a Chairperson, a Chief Executive Officer and one other Member known as the Commissioner;

(6) “Rules” means these rules of governance for the internal affairs of the CDC, as approved by the Commission pursuant to subsection 9(3) of the Act and, for greater certainty, any such rules are also herewith deemed to constitute bylaws of the CDC as prescribed in subsection 114 of the FAA.

1.2 STATUTES

Reference to any statute in these Rules shall mean and include every amendment thereto.

1.3 RULES SUBORDINATE

These Rules are made pursuant to and are subordinate to the Act and the FAA and should be read in conjunction with the Act and the FAA. In case of conflict the applicable provisions of the Act and the FAA shall govern.

1.4 ADDRESS OF HEAD OFFICE

The address of the head office of the CDC in the City of Ottawa shall be at such place therein as may be determined by the Commission.

1.5 LOCATION OF RECORDS

The minute book of the Commission containing all corporate records and minutes of meetings of the Commission shall be maintained at the head office of the CDC.

PART II - COMMISSION

2.1 CONSTITUTION

The Commission consists of the following Members: a Chairperson, a Chief Executive Officer and one other Member known as the Commissioner.

2.2 POWERS AND RESPONSIBILITIES

Subject to the provisions of the Act and the FAA, the Commission shall be responsible for the direction and management of the business, activities and affairs of the CDC and may exercise all of the powers of the CDC as are set out in the Act and the FAA and the powers of the Commission may be exercised by resolution duly approved at a meeting of the Members unless otherwise delegated by the Commission to an officer, employee or committee of the CDC pursuant to these Rules.

2.3 DELEGATION

(i) Subject to the provisions of the Act and the FAA, the Commission may exercise any of its powers directly or by delegation to any one or more officer, employee, committee of the Commission, or consultant of or to the CDC, provided that the Commission shall remain responsible for the direction and management of the business, activities and affairs of the CDC.

(ii) Notwithstanding any delegation of authority and responsibilities contained in these Rules, where the Chairperson, CEO or other member position on the Commission is vacant, the Commission may authorize any other member of the Commission to assume all or any part of the duties and authorities of the vacant position described in these Rules on a temporary basis, until such time as the Governor in Council appoints a new member or a temporary substitute pursuant to section 3(2) or 3(7) of the Act and that member assumes his or her duties.

2.4 POWERS RESERVED TO THE COMMISSION

Notwithstanding any delegation of powers made pursuant to these Rules, the following powers shall be exercised by the Commission itself and not through any delegation of authority from the Commission (provided that the Commission may delegate to a committee of the Commission responsibility to prepare recommendations for the Commission), namely:

(a) responsibility for the overall stewardship of the CDC;

(b) approval of the CDC’s corporate plan, annual report, strategic plan, budget, financial statement or any other financial report required by any statute or by these Rules;

(c) responsibility for developing the CDC’s approach to corporate governance issues including approval of governance practices and policies of the CDC;

(d) responsibility to set by resolution from time to time, such financial authority and other limits that the Commission may determine are applicable to officers or employees of the CDC;

(e) authority to ensure that the principal business risks are identified and that appropriate systems to manage these risks are implemented;

(f) responsibility to receive and follow up on the annual audit and the special examination report of the Office of the Auditor General carried out every ten (10) years;

(g) approval of the CDC’s succession plan;

(h) responsibility to ensure the integrity of the information systems and management practices;

(i) the establishment of committees of the Commission and approval of their terms of reference;

(j) subject to paragraph 2.6 (D) of this Part II, the making, amending or repealing of these Rules and their appendices; and,

(k) such other powers as the Commission may specify by resolution from time to time.

2.5 ASSESSMENT OF THE COMMISSION AND ITS MEMBERS

The Commission shall establish regular assessments of its effectiveness as a governing body as well as the effectiveness of its Members individually and of its committees. The assessment of the Commission as a whole will be communicated by the Chairperson to the Minister of Agriculture and Agri-Food Canada.

2.6 MEETINGS OF THE COMMISSION

(A) PLACE, TIME AND NOTICE

(i) Meetings of the Commission may be called at any time by the Chairperson and notice of the date, time and place for holding any meeting of the Commission, together with an agenda and a general description of the nature of the business to be transacted at the meeting, shall be given by personal delivery, electronic transmission or telephone at least fifteen days prior to the date fixed for the meeting.

(ii) The Chairperson shall call at least six (6) meetings of the Commission in one calendar year unless waived by unanimous agreement of the Commission, and the Chairperson shall call a meeting at any time if the Chief Executive Officer and the Commissioner so request to deal with a matter of urgent business.

(iii) Any meeting shall be held at the head office of the CDC unless the Commission decides otherwise as permitted by subsection 3(8) of the Act, and may be held by telephone in accordance with section 113 of the FAA.

(iv) In any case when it is considered by the Chairperson in his or her discretion to be a matter of urgency that a meeting of the Commission be convened, he or she may give notice of a meeting of the Commission by personal delivery, electronic transmission, or telephone not less than forty-eight hours before such meeting is to be held and such notice shall be adequate for the meeting so convened. Any notice of a meeting shall be deemed to be received by a Member at the time it would be delivered in the ordinary course unless there are reasonable grounds for believing that the Member did not receive the notice at the time or at all.

(v) Members may at any time waive notice of a meeting, and the attendance of a Member at a meeting, whether in person or by telephone in accordance with section 113 of the FAA shall be deemed to be a waiver of notice by that Member in respect of that meeting.

(B) CONFLICT OF INTEREST

At every meeting of the Commission and its sub-committees, following the review and adoption of the agenda, the Chairperson shall ask each committee member whether they have a real or perceived conflict of interest with any of the topics to be addressed at the meeting. If a member identifies a conflict of interest, it shall be noted in the minutes and the committee shall decide unanimously whether or not the member needs to withdraw from the discussions of the topic in question. The Corporate Secretary shall add “Declaration of Conflict of interest” on the meeting agendas of the Commission and its sub-committees.

(C) SKILL ASSESSMENT

The Commission shall periodically assess its collective skills, and seek outside expertise when deemed necessary for specific projects.

(D) QUORUM

The quorum for the transaction of business at any meeting of the Commission shall consist of at least two Members.

(E) CHAIR

The chair of any meeting of the Commission shall be the Chairperson. If the Chairperson is absent or unable or refuses or fails to act, the chair of the meeting shall be the Commissioner.

(F) VOTES TO GOVERN

Each Member of the Commission shall have a vote. At all meetings of the Commission, every question shall be decided by a majority of the votes cast on the question except for the making, amending and repealing of these Rules and their appendices where unanimous approval of the three (3) Members of the Commission shall be required. Motions resulting in a tie vote shall be lost.

(G) MINUTES

All decisions made by the Commission at a meeting shall be recorded by the Corporate Secretary in the minutes of the meeting. Draft minutes of a meeting shall be sent to all Members within ten working days following the meeting. Following approval of the minutes at a subsequent meeting of the Commission, the minutes shall be signed by the Chairperson of the meeting and the Corporate Secretary and then inserted in the minute book of the Commission.

(H) RESOLUTION IN WRITING

In accordance with section 110 of the FAA, a resolution in writing signed by all of the Members is as valid as if it had been passed at a meeting of the Commission.

(I) DISSENTS

Dissents by a Member shall be governed by sections 111 and 112 of the FAA.

PART III - COMMITTEES OF THE COMMISSION

3.1 AUDIT COMMITTEE

(i) The Audit Committee of the Commission shall consist of the following Members: the Chairperson, the Chief Executive Officer and the Commissioner in accordance with subsection 148(2) of the FAA.

(ii) The chair of the Audit Committee shall be the Commissioner. If the Commissioner is absent or unable or refuses or fails to act, the chair of the meeting shall be the Chairperson of the Commission.

(iii) The Audit Committee shall perform the duties set forth in section 148 of the FAA in accordance with the procedures set forth in subsections 148(4) and (5) of the FAA and these Rules, and in accordance with the Guidelines for Audit Committees in Crown Corporations and Other Public Enterprises published by the Secretariat of the Treasury Board, as amended from time to time.

(iv) The Audit Committee shall oversee the CDC’s standards of integrity and behaviour; reporting of financial information; and internal control systems.

(v) The Audit Committee shall periodically assess its collective skills, and seek outside expertise when deemed necessary for specific projects.

(vi) The Audit Committee shall meet at least four (4) times per year.

3.2 INTERNAL AUDIT AND PROGRAM EVALUATION ADVISORY COMMITTEE

(i) The Internal Audit and Program Evaluation Advisory Committee shall consist of the Chief Executive Officer, Director of Audit and Evaluation, Senior Director, Commercial Operations and Marketing; Director, Finance and Administration; Director, Corporate Services; Director, Policy and Economics, Senior Finance Officer and, any other officer as identified by the CEO from time to time.

(ii) The Internal Audit and Program Evaluation Advisory Committee shall determine the CDC’s annual audit work plan and review the internal audit and program evaluation reports.

(iii) The Chair of the Committee shall be the CEO.

(iv) The Internal Audit and Program Evaluation Advisory Committee shall report to the Audit Committee of the Commission.

3.3 OTHER COMMITTEES

The Commission may, at any time and from time to time, appoint any standing or temporary committee comprised of Members of the Commission, officers or employees of the CDC and such other persons as the Commission identifies to perform such duties and exercise such powers as the Commission determines. Each committee shall keep a written record of its activities and shall report to the Commission at such times as the Commission determines. Unless the Commission decides otherwise, each committee shall be responsible for determining its own Rules of procedure.

PART IV - MEMBERS AND OFFICERS

4.1 CHAIRPERSON

The Chairperson shall perform the duties that are imposed, and exercise any powers that are conferred, on the Chairperson under these Rules and the Work Description of the Chairperson (Appendix A) as amended from time to time by the Commission.

4.2 CHIEF EXECUTIVE OFFICER (CEO)

The CEO shall perform the duties that are imposed, and exercise any powers that are conferred, on the CEO under these Rules and the Work Description of the Chief Executive Officer (Appendix B) as amended from time to time by the Commission.

(i) Where the CEO is absent or unable to act, on a temporary basis, the CEO may sub-delegate to any Officer of the CDC all or any part of the duties and authorities of the CEO with the exception of the CEO’s right to vote on Commission matters. Such authority may not be further sub-delegated. Notwithstanding such subdelegation the CEO shall remain responsible for the supervision of the business of the CDC.

(ii) Where the CEO is unable to sub-delegate the duties and authorities of the CEO, the Chairperson may authorize any such subdelegation to any Officer of the CDC on an interim basis, with the exception of the CEO’s right to vote on Commission matters, until such time as the CEO resumes the duties or is again able to directly perform any necessary sub-delegation of the CEO’s authority. Such authority may not be further sub-delegated. Notwithstanding any such subdelegation, and subject to Part V of these Rules, the CEO shall remain responsible for the supervision of the business of the CDC.

4.3 COMMISSIONER

The Commissioner shall perform the duties that are imposed, and exercise any powers that are conferred, on the Commissioner under these Rules and the Work Description of the Commissioner (Appendix C) as amended from time to time by the Commission.

4.4 CORPORATE SECRETARY

The Corporate Secretary shall attend and be secretary of all meetings of the Commission and its sub-committees and shall enter or cause to be entered in the records kept for that purpose minutes of all proceedings and resolutions adopted in lieu of a meeting. If the Corporate Secretary is unable to attend a meeting of the Commission, the CEO shall name a substitute. The Corporate Secretary shall give or cause to be given as and when instructed all notices to Members and members of committees of the Commission.

The Corporate Secretary shall be the custodian of the corporate seal of the Commission and of all books, papers, records, documents and instruments belonging to the Commission except when some other officer or agent has been appointed for that purpose. The Corporate Secretary shall have such other powers and duties as the Commission or the CEO may specify.

4.5 OTHER OFFICERS

Officers and employees shall perform such duties and tasks and exercise such powers as are assigned to them, (directly in the case of officers, and directly or indirectly through officers or otherwise, in the case of employees) by the CEO.

4.6 DELEGATION TO THE CEO

The Commission hereby delegates to the CEO authority for the appointment of officers, employees, agents and consultants to the CDC. Officers and employees shall be appointed by the CEO at such remuneration and benefits consistent with corporate policies approved by the Commission and the appointment of officers and subject to official recognition by the Commission as may be required pursuant to the FAA. A Senior Management Team shall be appointed by the CEO as described in Part V.

PART V - SENIOR MANAGEMENT TEAM

 

(i) The CEO shall determine the membership of the Senior Management Team.

(ii) The Senior Management Team shall perform the duties that are imposed, and exercise any powers that are conferred on it under these Rules. The Senior Management shall also perform any other additional duties that are imposed, and exercise any powers that are conferred on it by the CEO.

(iii) The Chair of the Senior Management Team shall be the CEO.

PART VI - ANNUAL MEETING

The CDC shall host a public annual meeting in conjunction with the Canadian Milk Supply Management Committee meeting following the tabling on parliament of the CDC’s Annual Report.

PART VII - EXECUTION OF INSTRUMENTS

7.1 SEAL

The seal impressed on the right margin of these Rules shall be the seal of the CDC. The Chairperson or the Corporate Secretary may affix the seal to those documents requiring same. The Chairperson or the Commission may authorize any other officer or employee of the CDC to affix the seal for specific purposes.

7.2 EXECUTION

Contracts, agreements, deeds, leases, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, releases and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities, agencies, powers of attorney, voting certificates, returns, documents, reports, or any other instruments in writing to be executed by the Commission shall be executed in the manner as described in the Delegation of Signing Authority approved by the Minister pursuant to Sections 32, 33 and 34 of the FAA. In addition, the Commission may from time to time direct the manner in which any particular instrument or class of instruments may or shall be signed.

7.3 FORM OF SIGNATURE

The signature of an officer or employee authorized to sign instruments in writing may, if specifically authorized by resolution of the Commission and after signing a consent form agreeing to be bound by the provisions of this rule, be printed, lithographed or otherwise mechanically reproduced, and such facsimiles, if affixed by anyone so authorized shall be binding on the Commission. If the officer or employee should die or withdraw consent to the use of the facsimile signature of the officer or employee, the Commission may continue to use and shall be bound by such signature for such other time as is required to substitute a new signatory.

7.4 EXECUTION OF REPORTS ETC.

Reports, returns or other formal documents relating to the activities of the Commission and required by governmental or other authorized agencies may be executed by the officers or employees required to execute them.

PART VIII - CODE OF VALUES AND ETHICS

8.1 ESTABLISHMENT OF A CODE OF ETHICS

The Chief Executive Officer together with the Senior Management Team and employees of the CDC shall establish a Code of Ethics which includes guidelines for preventing and managing conflicts of interest and principles for post-employment opportunities.

8.2 COMPLIANCE

Every employee shall observe the objects, principles and procedures in the Code of Ethics established by the CDC.

8.3 PUBLIC SERVICE VALUES

Notwithstanding clauses 8.1 and 8.2 mentioned above, officers and employees of the CDC are subject to the applicable public service values and ethics, conflict of interest measures, postemployment measures and avenues of resolution set forth in the Values and Ethics Code for the Public Sector, published by Secretariat of the Treasury Board.

8.4 MEMBERS OF THE COMMISSION

Members of the Commission are subject to the Conflict of Interest Act.

PART IX - OTHER PROVISIONS

9.1 INTERPRETATION

If there is a conflict or inconsistency between these Rules and the requirements of the Act, the FAA, any other applicable law or the Value and Ethics Code for the Public Service, the applicable requirements of such statutes, applicable law or code shall prevail.

9.2 PUBLICATION OF RULES

The Corporate Secretary shall forward a copy of these Rules to the Minister of Agriculture and AgriFood and the President of the Treasury Board and publish these Rules on the Commission’s website.

9.3 EFFECTIVE DATE

These Rules become effective on January 19, 2017.

9.4 REPEAL OF PREVIOUS RULES

These Rules supersede and replace in their entirety any and all Rules adopted previously by the Commission pursuant to subsection 9(3) of the Act.

APPROVED unanimously by the members of the Commission at a meeting held on the 8th day of February, 2017.

Board signatures

APPENDIX A

WORK DESCRIPTION

MEMBER POSITION: Chairperson

ORGANIZATION: Canadian Dairy Commission (CDC)

APPOINTEMENT-STATUS: Part-time

LOCATION: CDC Office, Ottawa

 

MANDATE OF THE ORGANIZATION:

The CDC is a Crown Corporation created by the Canadian Dairy Commission Act. The CDC reports to Parliament through the Minister of Agriculture and Agri-Food to whom it serves as an important advisor on matters related to the Canadian dairy industry. It was established to oversee Canada’s milk marketing system and has the mandate to: provide efficient producers of milk and cream with the opportunity of obtaining a fair return for their labour and investment; and provide consumers of dairy products with a continuous and adequate supply of dairy products of high quality. The CDC is therefore responsible for the effective operation of a national milk supply management program; and the establishment of a support price for butter and skim milk powder.

The CDC’s governing board is called the Commission. The Commission consists of three (3) members: a Chairperson, a Chief Executive Officer and another member known as a Commissioner. Either the Chairperson or the Commissioner must have significant  experience in the milk production sector; the other must have significant experience in the dairy processing sector.

The Commission oversees the governance of the corporation and is responsible for ensuring that the objectives of the Canadian Dairy Commission Act and the CDC’s strategic plan are met.

Through its chairmanship and work for the Canadian Milk Supply Management Committee (CMSMC), the CDC provides ongoing support to the Canadian dairy industry while operating in close co-operation with national and provincial stakeholders and governments. As a national facilitator and chief administrator for the dairy industry, the CDC administers the revenue pooling agreements and, based on its calculations, makes recommendations to the CMSMC on the target national milk production for industrial milk. The CDC establishes support prices at which it will purchase butter and skim milk powder. It also administers a variety of programs such as the Special Milk Class Permit Program, the Dairy Innovation Program and the Dairy Marketing Program which serve a wide variety of stakeholders throughout the supply chain.

PRIMARY ROLE:

The Chairperson is a voting member of the Commission. He or she is responsible for leading the Commission and ensuring that it acts in the long term best interest of the corporation. The Chairperson’s primary role includes chairing the Commission and ensuring that it fulfills its mandate. He or she provides leadership and direction to the Commission in carrying out its roles and responsibilities while working closely with the Chief Executive Officer and Commissioner.

The Chairperson ensures that all dairy industry stakeholders are provided equal opportunity to submit their comments related to pricing matters.

The Chairperson is the Commission’s primary liaison to the Minister of Agriculture and Agri-Food Canada.

KEY RESPONSIBILITIES:

  • Presides at all meetings of the Commission and at all the Commission’s consultation meetings.
  • Provides leadership to the Commission to enable it to fulfill its legislated mandate and enhance the vitality of the Canadian dairy industry for the benefit of all stakeholders.
  • Ensures the Commission is organized properly, functions effectively and meets its obligations and responsibilities.
  • Facilitates all Commission meetings to ensure discussions are focused on effectively directing and overseeing the CDC’s affairs; encourages participation and contribution from members and ensures that the Commission acts in the long term best interest of the corporation.
  • Maintains the distinction in roles between the Commission and management.
  • Establishes and maintains a close working relationship with the Chief Executive Officer and Commissioner to achieve effective governance of the corporation.
  • Ensures that regular evaluations and assessments of the Commission members are performed and that these assessments are communicated to the Minister.
  • Attends meetings of the Canadian Milk Supply Management Committee and other industrial and/or government meetings as deemed appropriate by the Commission.
  • Promotes open and continuous communication between the CDC and the responsible Minister.
  • Acts as spokesperson for the Commission.

APPENDIX B

WORK DESCRIPTION

MEMBER POSITION: Chief Executive Officer (CEO)

ORGANIZATION: Canadian Dairy Commission (CDC)

APPOINTMENT STATUS: Part-time

LOCATION: CDC Office, Ottawa

 

MANDATE OF THE ORGANIZATION:

(See information noted in the Chairperson’s Work Description.)

PRIMARY ROLE:

The CEO is a voting member of the Commission. He or she is responsible for reporting on management and operational matters to the  Commission.

The CEO makes recommendations in the areas of Corporate and Strategic Plans. He or she is responsible for the implementation of the corporate Plan once approved by Parliament, the strategic plan, policies and programs of the CDC.

The CEO is responsible for the overall operations and management of the CDC and has the power, duties and responsibilities associated with such management.

The CEO is responsible for chairing or selecting the chair for committees and sub-committees established under the federal-provincial agreements.

The CEO is the primary liaison between the CDC and dairy industry stakeholders.

KEY RESPONSIBILITIES:

  • Oversees the operations and management of the CDC including the engagement, supervision, direction and discharge of all employed personnel in accordance with the personnel policies established by the Commission and Treasury Board Secretariat of Canada.
  • Leads the development of the strategic plan of the CDC and measures performance in achieving goals and objectives. In close cooperation with the Chairperson and Commissioner, the CEO helps ensure that the objectives of the CDC are met. To help achieve this and to ensure the development and stability of the dairy industry, the CEO ensures the Commission establishes goals and objectives, facilitates and administers regional and national pools and operates a number of commercial programs on domestic and export markets.
  • Attends and participates in Commission meetings and other committees meetings as deemed appropriate by the Commission; provides support to the Commission in fulfilling its legislated mandate and enhancing the vitality of the Canadian dairy industry for the benefit of all stakeholders.
  • Represents management to the Commission and is responsible for the regular reporting of operational and management matters to the Commission.
  • Oversees the development of a succession plan for employees.
  • May chair the Canadian Milk Supply Management Committee meetings and is responsible for assigning CDC attendance and responsibilities at industry meetings.
  • Facilitates ongoing discussions between stakeholders of the Canadian dairy industry.
  • May act as the chief spokesperson for the CDC.
  • Represents the CDC to Agriculture and Agri-Food Canada and Portfolio Heads Group.

APPENDIX C

WORK DESCRIPTION

MEMBER POSITION: Commissioner

ORGANIZATION: Canadian Dairy Commission (CDC)

APPOINTMENT STATUS: Part-time

LOCATION: CDC Office, Ottawa

 

MANDATE OF THE ORGANIZATION:

(See information noted in the Chairperson’s Work Description.)

PRIMARY ROLE:

The Commissioner is a voting member of the Commission. He or she assists the Chairperson in ensuring that the Commission functions properly, meets its obligations and responsibilities, and fulfills its mandate. The Commissioner’s primary role includes acting as Chairperson in the absence or incapacity of the Chairperson and, while doing so, has all the powers and duties of the Chairperson.

KEY RESPONSIBILITIES:

  • Attends and participates in all meetings of the Commission and other committee meetings as deemed appropriate by the Commission.
  • Provides support to the Commission to enable it to fulfill its legislated mandate and enhance the vitality of the Canadian dairy industry for the benefit of all stakeholders.
  • Attends meetings of the Canadian Milk Supply Management Committee and other industrial and/or government meetings as deemed appropriate by the Commission.
  • Acts as Chairperson in the absence or incapacity of the Chairperson and, while doing so, has all the powers and duties of the Chairperson.
  • Assists the Chairperson in ensuring that the Commission functions properly, that it meets its  obligations and responsibilities, and that it fulfills its mandate.

 

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