Strong oversight on the journey to a stronger Canada
The Board of Directors (the Board) provides oversight and guidance on behalf of the Government of Canada, which is Canada Post’s shareholder, on the strategies and related affairs of Canada Post.
The Board holds management accountable for its business performance and strategic objectives. As of March 23, 2023, the Board has 10 members, including the President and Chief Executive Officer (CEO), all of whom are appointed by the Governor in Council. The Board or its committees met 24 times in 2022.
The Board exercises due diligence over these areas:
- strategic initiatives and corporate plans;
- service and operational performance;
- internal controls and financial reporting;
- major contracts and investments;
- recruitment of senior officers;
- health and safety, labour and compensation management;
- environmental, social and governance (ESG) strategy and priorities;
- effective reporting to the shareholder.
Supporting a stronger company and country
In 2022, the Board’s directors continued to play a key role in overseeing the strategic imperatives tied to Canada Post’s new purpose, A Stronger Canada – Delivered. Among key milestones:
- approving the next five-year corporate plan, as is required of Crown corporations;
- approving more ambitious science-based targets on greenhouse gas emissions and supporting our efforts to electrify our fleet;
- approving Canada Post’s first Anti-Racism and Anti-Discrimination Charter.
As we develop plans in consultation with our shareholder, we continue to focus on these objectives:
- providing a service all Canadians can count on with, among other things, expanded capacity to meet their growing needs for ecommerce deliveries;
- fulfilling our commitment to social and environmental leadership;
- doing right by our people, which encompasses our responsibilities for health and safety, building alignment with our bargaining agents, and ensuring our workforce reflects Canada and the priorities of Canadians.
Board composition and renewal
2022 was a year of change for the Board of Directors:
- two new directors – Ron Cuthbertson and Louise Champoux-Paillé – were appointed;
- the terms of long-standing members Michèle Desjardins and Mélanie Dunn came to an end.
The Board is near gender parity, with four of its 10 members identifying as women. Diversity will continue to be a key consideration in the Board renewal process.
Independence of the Board
The Corporation has a Statement of Board Values and Board Charter, a document outlining standards of conduct for directors, and a bylaw that requires directors to be independent of management.
The Board holds its regular meetings with the President and CEO as a member and with the President and CEO’s direct reports as invitees. The Board holds in-camera sessions with the President and CEO and with outside directors only. The Audit Committee meets in camera with external and internal auditors. The Board engages independent counsel and advisers as it deems necessary.
Committees of the Board
Additional oversight is accomplished by the Audit Committee, the Environmental, Social and Governance Committee, the Human Resources and Compensation Committee, the (ad hoc) Labour Relations Committee and the Pension Committee.
Board effectiveness
The Board regularly assesses its effectiveness through a self-assessment survey. It has set criteria for desired skills and attributes used to identify potential gaps in succession. Board remuneration complies with guidelines issued by the Privy Council Office.
Subsidiaries
Alignment and oversight of Canada Post’s subsidiaries ensure consistent governance practices in companies in which Canada Post holds a majority interest.
Governance in principle
Canada Post holds the view that effective organizations require governance practices that are comprehensive but dynamic. Good governance is an essential component in ensuring that the Corporation continues to serve Canadians in an effective and sustainable manner.
More information can be found under Corporate governance at canadapost.ca.