Qualifications of a Board Member
I. Corporate Mandate
The Electrical Safety Authority (“ESA”) is a not-for-profit corporation operating as a designated administrative authority on behalf of the provincial government in accordance with the Safety and Consumer Statutes Administration Act. The ESA is responsible for:
- Enhancing public electrical safety in Ontario
- Advising industry, government and the public on electrical safety matters
- Promoting and undertaking activities that encourage the harmonization of electrical safety standards and compliance practices
- Encouraging industry to responsibly enhance public electrical safety
- Administering Part VIII of the Electricity Act and its corresponding Regulations:
(1) Electrical Safety Code (164/99)
(2) Electrical Distribution Safety (22/04)
(3) Licensing of Electrical Contractors and Master Electricians (570/05)
(4) Product Safety (438/07)
- Advising the Province on amendments to Acts and Regulations contributing to the purpose of the Safety Consumers Statutes Administration Act or Electricity Act
- Informing and advising the province on matters of an urgent or critical nature related to the designated legislation
In addition, the ESA is also required to administer an appeal process provided under the Safety and Consumer Statutes Administration Act for statutory decisions on licenses (122/06) and orders issued by the ESA (3/05).
II. Board Mandate
The Board of Directors has the authority to direct the ESA. In accordance with Schedule “E” of the Administrative Agreement, the Board is responsible for supervising the management of ESA’s business and affairs, including oversight of ESA, and is expected to take a leadership role in the development of the ESA’s strategic direction, including:
- regularly reviewing with Management the state of electrical safety, the strategic environment, the emergence of new risks and opportunities including the implications for strategic direction, and the operation of ESA;
- approving strategic plans that take into account the ESA’s major risks and opportunities and overseeing the management of those risk;
- appointing, coaching, monitoring and assessing the performance of the CEO;
- charging the CEO with the general management and direction of the business and affairs of the corporation;
- overseeing the appointment, training, monitoring and succession planning for Senior Management; and
- approving the annual budget of the ESA and monitoring its financial performance to ensure the financial viability of the ESA and the efficient and effective use of its resources.
The Board oversees the performance of the CEO and Senior Management in discharging the management and direction of the ESA’s business including:
(a) any decision that will result in a material deviation from Board-approved strategic, business or operational plans or policies;
(b) the establishment of effective procedures for monitoring corporate performance;
(c) any decisions required to be made by the Board of Directors under the terms of the applicable legislation and regulations governing the Corporation.
ESA is not an agent of the Provincial Government but acts in accordance with the Safety and Consumer Statutes Administration Act and the terms and conditions of an Administrative Agreement with the Ministry of Consumer Services. The Board is accountable to stakeholders, including participants in the electrical industry, government and the general public, for ESA’s overall performance.
- Board Composition
The composition of the Board is governed by ESA’s Supplementary Letters Patent dated March 15, 1999, and its by-laws. The Board consists of twelve members as follows:
Method of Appointment
Appointed by Minister
Representatives Reflective of Sectors:
Engineering – 1
Electrical Manufacturing – 1
Electrical Utilities – 2
Electrical Contractors – 3
Not from Enumerated Sectors - 1
Appointed by Board
Ex officio: Chief Executive Officer
Appointed by Board
Directors, other than the CEO, may serve a maximum of three consecutive three-year terms.
V. Core Attributes, Competencies and Experience
Core attributes, competencies and experience are the skills and behaviour that reflect the ESA Board:
- Safety: is defined as experience in promoting and undertaking activities that enhance public electrical safety, including training, authorization, registration, audit, quality assurance, inspection, investigation, enforcement and other public safety services.
- Corporate Governance: is defined as experience in the overseeing and directing of a corporation by supervising and contributing to the executive functions of management.
- Regulatory Governance: is defined as experience in the overseeing and directing of a regulator including rulemaking, communication of rules, monitoring, enforcement, adjudication, sanctions, and evaluation.
- Government Relations: is defined as experience in collaborating and liaising with the provincial government to enhance public electrical safety.
- Corporate Social Responsibility: means experience in directing or managing a business in a manner that contributes positively to the environment, employees, communities, stakeholders and other members of the public sphere.
- Organizational Leadership: is defined as experience in organizational development, design and effectiveness.
- Stakeholder Relations: is defined as experience in enhancing relationships and aligning persons or organizations with strategic objectives.
- Communication: is defined as experience in creating, developing and implementing appropriate messaging to enhance stakeholders’ understanding and knowledge.
- Financial: is defined as experience or knowledge regarding audit, finances, accounting, risk management and compliance requirements.
- Risk Management: is defined as experience in the process of assessing risk and acting in such a manner, or prescribing policies and procedures, so as to avoid or minimize loss associated with such risk.
- Legal: is defined as experience interpreting and applying legislation, regulations and compliance requirements.
- Information Technology: is defined as experience with the development, installation and implementation of information systems and applications.
- Electrical: is defined as general knowledge of the electrical industry and experience in the electrical distribution or electrical product sectors.
- Consensus Builder: is defined as a person who has superior conflict-resolutions skills. They act as a mediator amongst the directors disarming and resolving conflict. They are usually able to prevent differences of opinion from escalating into major disputes.
- Challenger: is defined as a person who asks tough questions, speaks up and challenges management as well as other directors. They are always well prepared on issues that they are asking questions about and when challenging management they are direct and fair.
- Counsellor: is defined as a person with strong persuasive skills, with high credibility and the ability to work with a variety of people (both inside and outside of the company). They generally prefer to work out problems behind the scenes.
- Change Agent: is defined as a person who thinks broadly about the future direction in which the company should go. They are a catalyst for bringing about fundamental change when they perceive that change is needed.
- Conductor: is defined as a person who relates very well to management, understand group and individual dynamics and posses remarkable leadership skills (both inside and outside the boardroom) and has a keen interest in good governance and serves as a hub of all important board activities. They lead the setting of the agenda, run meetings effectively, moderate discussion appropriately, manage dissent, work towards consensus and set the tone and culture for effective corporate governance.
VI. Expected Contribution
- Four board meetings per year;
- Board strategy sessions (two days);
- Participation on at least one Board Committee with four meetings per year ;
- Service on special projects ad hoc committees from time to time;
- Adequate preparation time for meetings;
- Participate in annual evaluation of the Board.
Retainer - $14,500 per annum.
Meeting Fee - $1,200 per meeting for full day, $600 for adhoc meetings, $300 for teleconference meetings of less than two (2) hours in duration.
Reimbursement for travel and other reasonable out-of-pocket expenses associated with attendance at meetings or special functions.