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Crown Corporations - independence of directors from government

  • 14 Aug 2020 3:46 PM
    Message # 9165159
    Deleted user

    Our board is comprised of both directors from both the "private sector" and "public sector". By board policy, the "public sector" individuals cannot take on certain roles (eg. chairing the audit committee). Looking for any similar situations, and specifically and guidance as how to delineate what constitutes a "public sector" board member. For instance, does a retired civil servant forever remain in the public sector camp? And does any connection to the government contaminate someone who is mostly private sector? 

    TIA for your input!

     

  • 15 Aug 2020 6:13 AM
    Reply # 9166141 on 9165159
    Deleted user

    Hi Caryl,

    Maybe this is an opportunity for you to revise your Board By-Laws and add a definition of private sector and public sector Directors, so that the roles they can assume will then be clear.

    All the best,

    Mae-Yu

  • 17 Aug 2020 10:40 AM
    Reply # 9169906 on 9165159
    Deleted user

    Hi Caryl,

    If the source of the requirement and distinction is your own board's policy, I agree with Mae-Yu that the board should probably clarify the policy.

    Until the policy is clarified (or if you're the one who will be proposing changes), I'd suggest the preferred interpretation would be the one that best reflects the purpose of the policy.  Represent certain interests?  Diversity of experience and perspectives?  Prevent conflicts of interest?

    Some possible bright lines for defining the public sector include:

    • the definition of "public sector of Ontario" in the Public Sector of Ontario Act, 2006
    • the definition of "broader public sector organization" in the Broader Public Sector Accountability Act, 2010.

    Hope this helps!

    Raj 



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