Governance Statement Policy 41-002 | Effective Date: February 6, 2020

Purpose

The purpose of this policy is to establish the principles that guide Board members in the stewardship and oversight of WorkSafeNB.

Scope

This policy applies to the Board of Directors of WorkSafeNB.

Statements

Each Board of Directors has been entrusted with the stewardship of WorkSafeNB and is responsible to ensure that the organization fulfills its legislated mandate.

Section 79(1) of the New Brunswick Business Corporations Act provides that

Every director and officer of a corporation in exercising his powers and discharging his duties shall

(a) act honestly and in good faith, and

(b) exercise the care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances in the best interests of the corporation.

Furthermore, section 8(4) of the WHSCC and WCAT Act states as follows:

Members of the board of directors shall at all times act in the best interest of the Commission notwithstanding the appointment of a member as representative of workers or employers.

Board members are representative of both workers and employers, which provides them with the opportunity to share their various perspectives, but ultimately all decisions made must be in the best interests of the Commission, pursuant to section 8(4) of the WHSCC and WCAT Act.

Interpretation

Legislated authority, obligations and responsibilities

  1.  The Board oversees the Occupational Health and Safety Act, the Workers’ Compensation Act, the Firefighters’ Compensation Act, and the WHSCC & WCAT Act.
  1. The Board must ensure adherence to the requirements provided by other Provincial and Federal statutes, as non-compliance with some could result in personal liability of the Directors; this includes, but is not limited to, Occupational Health and Safety Act, the Employment Standards Act, the Human Rights Act, Income Tax Act, the Canada Pension Plan Act, and the Employment Insurance Act. Additionally, the Board is responsible for compliance to Federal and Provincial Acts related to harm to the environment as identified under the “Authority” section of this Governance Statement.
  1. Board members have a fiduciary duty to WorkSafeNB through both common law standards of responsibility and as required by the Business Corporations Act of New Brunswick.
  1. The Board of Directors must exercise diligence in keeping informed of corporate activities and have a general knowledge of the manner in which the business of the corporation is conducted.
  1. Board members will be made aware of these requirements through initial governance training and ongoing professional development.

Strategic planning

  1. The Board of Directors is responsible for establishing WorkSafeNB’s long-term strategic direction. Strategic planning is conducted annually to ensure the direction remains relevant within the current environment. This strategic direction guides WorkSafeNB into the future and provides a point of reference for the Board’s decisions related to resource allocation, policy, risk management, and performance assessment.

Financial Stewardship

  1. The Board of Directors is responsible to ensure that WorkSafeNB’s resources are used effectively to achieve its strategic mandate. The Board of Directors provides assurance to stakeholders by approving budgets, investment, and assessment policies, and by monitoring the financial performance of WorkSafeNB.
  1. The Board also maintains its financial stewardship of WorkSafeNB by ensuring the completion of an annual audit of the financial statements of WorkSafeNB. This audit is also presented to the Minister with the submission of the Annual Report.

Role of the Board

  1. The role of the Board of Directors is to cultivate WorkSafeNB’s long and short-term successes while balancing the needs of stakeholders and providing oversight and direction within the parameters of the legislation. In fulfilling this role the Board of Directors will:
  • Commit to the highest standard in governance by
    • Exercising the care, diligence and skill that a reasonably prudent individual would use in comparable circumstances;
    • Acting honestly and in good faith;
    • Making a commitment to continual professional development;
    • Acting in a financially responsible and accountable manner;
    • Acting in the best interest of WorkSafeNB, having considered the interests and fairness to all parties;
    • Adhering to the WorkSafeNB Board of Directors’ Code of Conduct (the “Code of Conduct”);
    • Committing to working together to make decisions; and
    • Only conducting their deliberations in organized meetings called by the Chairperson.
  1.  The Board of Directors will:
    • Receive comprehensive Board Orientation upon joining as a member of the WorkSafeNB Board of Directors;
    • Monitor the performance of WorkSafeNB;
    • Determine the strategic direction;
    • Updating the strategic plan and identifying and assessing relevant risks;
    • Approve the investment principles and policy;
    • Approve the funding policy;
    • Review and approve audited financial statements;
    • Review and approve the Annual Report;
    • Engage with stakeholders;
    • Assess its own effectiveness in delivering its mandate as defined in legislation;
    • Select the President/CEO;
    • Ensure there is a succession plan for the President/CEO;
    • Ensure there is a succession plan in place for the Executive Leadership Team; and
    • Form or dissolve standing committees
  1.  The Chairperson will:
    • Act as the chief spokesperson for the Board of Directors with respect to Board business;
    • Facilitate consensus and when there is a dispute, Robert’s Rules of Order will apply;
    • Advise the Minister on key developments on behalf of the WorkSafeNB Board of Directors;
    • Ensure appropriate reports of committees’ activities are submitted to the Board of Directors;
    • Ensure that all committees respect their terms of reference;
    • Ensure that appropriate support is provided to the committees as required in accomplishing their mandates;
    • Facilitate an annual review of the Board of Directors’ effectiveness and the self-evaluation of Board members;
    • Perform an annual evaluation of the external auditor and the external actuary;
    • Perform an annual evaluation of the President/CEO with the Board of Directors; and
    • Represent the Board of Directors and WorkSafeNB at the Association of Workers’ Compensation Boards of Canada (AWCBC) and is signatory to the Inter-jurisdictional Agreement on Workers’ Compensation.
  1.  The President/CEO will:
    • Promote the goals and strategies as set by the Board of Directors and within the parameters of the annual budget;
    • Manage the risks, the achievement of the Board’s strategic direction and daily operations of WorkSafeNB;
    • Be solely responsible for the performance of WorkSafeNB and its staff; and
    • Act as a non-voting ex-officio member of all Board committees.
  1.  The Corporate Secretary will:
    •  Advise the Board of Directors through the Chairperson;
    • Report to the President ; CEO;
    • Maintain and distribute official results of the Board of Directors, including minutes of official meetings, including committee meetings;
    • Distribute agenda material and schedule meetings as requested by the Chairperson;
    • Ensure that official records and decisions are distributed as required, and that the records are appropriately archived for historical purposes and are available to Board members; and
    • Advise the Chairperson on meeting conduct, rules of order, potential conflict(s) of interest, and Board members’ conduct pursuant to this policy.

Delegation of authority

  1.  There may be instances where the Board of Directors becomes unable to act in a timely fashion and in the best interest of WorkSafeNB because of a lack of quorum. If this occurs, the Board delegates its governance responsibilities, including all powers, duties, authorities, and discretion under the Acts regarding the operation of WorkSafeNB to the Chairperson of the Board of Directors and the President/CEO jointly, in consultation with the board members who remain available.

Confidentiality and disclosure

  1.  The Board of Directors has approved a form of Confidentiality Agreement, which sets out their obligations for maintaining confidentiality in connection with their role as a Director on the WorkSafeNB Board of Directors. Each Director is required to execute a copy of this agreement.
  1. If a Board member is unsure about the confidentiality of an issue, they should ask for guidance from the Chairperson, President/CEO, and/or Corporate Secretary;
  1.  A Board member may not discuss an issue with the general public or the press unless so authorized or instructed by the Board of Directors.

Skills Matrix, Professional development, and Evaluation

  1.  Each individual member shall complete a Skills Matrix on an annual basis.  The Chairperson will provide direction on whether this matrix shall be completed by a self-assessment or it shall be facilitated through an independent evaluation. The results of the skills matrix will be used for the purposes of Board succession planning as well as for the identification and facilitation of professional development for all Board members. 
  1.  The Board of Directors will receive professional development in areas essential to the stewardship of WorkSafeNB and in accordance with gaps identified in the skills matrix.

Discipline

  1.  Legislation allows for Board members to be held jointly and independently responsible for purposeful wrongdoing, subject to rules of reasonable prudence.
  1.  If a Board member believes that another Board member has acted or is acting in a manner contrary to that set out in this document, policy, the Code of Conduct, or legislation including conflict of interest provisions, they may bring the issue to the attention of the Chairperson. 
  1.  If the Board is of the opinion that a complaint about a Board member’s conduct should be investigated, then the process for investigating a possible violation, as set out in the Code of Conduct, will be followed.  

 

Workplace Health Safety and Compensation Commission and Workers’ Compensation Appeals Tribunal Act (S.N.B. 1994, c. W-14) (WHSCC and WCAT Act) Sections

4(1), 4(3) 

7

8(1), 8(1.01), 8(1.02), 8(1.03), 8(1.1), 8(1.2), 8(4)

9(1), 9(2), 9(3), 9(5), 9(6), 9(7), 9(7.1), 9(8.1), 9(9), 9(10)

10

11(1), 11(2), 11(3), 11(4)

12(1), 12(2)

13

16

17

19(4)(c), 19(4)(c.1)

22(1), 24(1), 24.01, 25, 25.2, 26.1

Occupational Health and Safety Act, SNB 1983, c O-0.2

Accountability and Continuous Improvement Act, SNB 2013, c 27

Procurement Act, RSNB 2012, c 20

Business Corporations Act, S.N.B. 1981, c.B 9.1 Section 79(1)

Canada Pension Plan Act, R.S.C, 1985, c. C-8

Employment Insurance Act, S.C. 1996, c.23

Income Tax Act, R.S.C 1985, c. 1 (5th Supp.)

Federal Acts relating to harm to the environment, which include the following:

  • Canadian Environmental Protection Act, 1999, SC 1999, c 33
  • Fisheries Act, RSC 1985, c F-14
  • Transportation of Dangerous Goods Act, 1992, SC 1992, c 34
  • Species at Risk Act, SC 2002, c 29
  • Migratory Birds Convention Act, 1994, SC 1994, c 22
  • Canadian Environmental Assessment Act, 2012, SC 2012, c 19, s 52

Provincial Acts relating to harm to the environment, which include the following:

  • Clean Air Act, SNB 1997, c C-5.2
  • Clean Environment Act, RSNB 1973, c C-6

 

 

Confidential Information – As defined in the Confidentiality Agreement, approved by the Board of Directors on August 22, 2019.  

Fiduciary duty duties involving good faith, trust, special confidence, and candour towards another. (Black’s Law Dictionary)

In-Camera – in private (Black’s Law Dictionary)

 

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