2006 CWB Election of Directors

The Canadian Wheat Board is governed by a 15 member Board of Directors. Ten of these Directors are elected by producers, one from each of the 10 CWB electoral districts, and the remaining 5 Directors are appointed by the Governor In Council ( federal appointment ).

The mandate of the Board is outlined in the Act which states “The Board of Directors shall direct and manage the business and affairs of the Corporation, and is for those purposes, vested with all of the powers of the Corporation”.

In practical terms, this means that the Board has the responsibility to oversee the conduct of the business of the CWB and to supervise management, which is responsible for the day-to-day operations.

The CWB’s Board of Directors performs the usual functions of a corporate board. The Canadian Wheat Board Act states: “The Board of Directors shall direct and manage the business and affairs of the Corporation, and is for these purposes, vested with all the powers of the Corporation.”

Being a CWB Director is a serious responsibility. The role of a CWB Director will not be symbolic and a Director is not merely to be an advisor. The job involves the exercise of real power and responsibility and Directors will have an active role to play in a major business enterprise. The CWB markets wheat and barley in more than 70 countries worldwide. It has annual sales revenues of between $4 and $6 billion, it is Canada’s fifth largest exporter and one of the world’s largest grain marketing organizations. These Directors will be both responsible and accountable for what the CWB does and how well it does.

Specific duties of Directors outlined in the CWB Act include responsibility for:

• Fixing the compensation of the President.
• Providing advice and counsel to the President in the execution of the President’s duties.
• Determining whether and to what extent the CWB’s new flexibility tools are used (if Directors choose to use the three tools that necessitate a contingency fund, they will then determine the size of that fund and how it is managed).
• Selecting one of their own to serve as Chair of the Board and determining the appropriate compensation for the Chair and for Directors.
• Determining how the Board of Directors conducts its business, including Board meetings.
• Determining the conditions under which elected Directors can be removed from office.
• The periodic review of the President’s performance (including recommending the President’s removal).
• The establishment of committees of the Board (for example, an audit committee).
• Making bylaws for the exercise of a range of powers (for example, establishing a contingency fund).
• Reviewing with management and approving the:
  - strategic plan
  - annual operating and capital budgets, and
  - corporate and borrowing plans for submission to the Government as required by legislation
• Reviewing progress in achieving the goals established in the strategic operating and capital plans, and to altering the CWB’s direction through management in light of changing circumstances.
• Managing the principal risks of the CWB’s business
• Reporting to stakeholders on a regular and timely basis.

The following terms of reference are provided to ensure that all candidates have an understanding of the commitment required at the Board level.

• All Directors have the same powers, duties and functions.
• The CWB Act requires that Directors, in exercising their powers and performing their duties, must act honestly and in good faith with a view to the best interests of the Canadian Wheat Board.
• The Act further requires that Directors, in exercising their powers and performing their duties, must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
• All Directors will further:
  - use his/her ability, experience and influence constructively
  - respect confidentiality
  - identify potential conflict areas and ensure that they are appropriately reviewed
  - communicate with the Chair and President so as to facilitate effective resolution of issues
  - be properly prepared for all deliberations and decisions
  - work cohesively so as to promote progress, and
  - communicate internally and externally, so as to adhere to all Board communication policies and objectives.
  

Not everyone is suited to fulfil the role of a corporate director. The position while rewarding, is also challenging, complex and sometimes confrontational, and so it takes a special kind of person to be effective in the role. The personal traits that are needed to be successful as a director in any large organization include:

• Proven leadership qualities and the ability to set direction and influence others
• Ability to act decisively
• Ability to think strategically
• Results oriented
• Open-mindedness
• Ability to delegate
• Ability to work with others and build consensus
• Ability to exercise independent judgement
• Highest integrity and ethical standards
• Ability to communicate effectively
• Strong interpersonal skills
• Respected profile in community
• Computer literate
• Ability to serve others
  

The elected directors of the Canadian Wheat Board are first and foremost actual producers who know grain farming and the challenges faced by their peers. This farming background gives them the agricultural experience and moral authority to represent the electorate in the decision making process.

But in an increasing complex world, additional skills, experience and strengths can be of considerable value to the Board and to the producers it represents.

This additional background allows for more insight, understanding and technical expertise to be brought to the Board table, which in turn, can facilitate more effective representation and more informed decisions. Obviously no one will have skills in all areas, but some formal knowledge or experience in some or any of the following areas and/or discipline would be of both value and direct use in Board deliberations, and in committee work undertaken by the directors.

• Finance (including accounting, treasury and risk management expertise)
• Governance of organizations
• Corporate or Association board expertise
• Business experience
• Specific grain industry experience (including farming and agricultural policy experience)
• International trade
• Law
• Government relations
• Public relations (including farmer relations)
• Human resources (including pension experience)
• Information technology
• Knowledge of and experience in diverse operations.
  

Both appointed and elected Director positions are part-time. It will be up to the new Board to determine how much time will be required of each Director, as each Director will have roles relating to regular Board deliberations, communications and committee work. It is expected however, that over the course of a twelve-month period, the time commitment, based on current Board experience, will be between forty (40) and eighty (80) days per year.

Bill C-4 authorizes Directors to set their own compensation, as well as that of the Chairperson and the President. The current base compensation for general Board Members is $20,000 per annum plus $500 per day of Board or Committee meetings attended. There is an annual ceiling of $60,000 total compensation per year, in this regard.
The Board Chairperson, and Committee Chairpersons may receive additional compensation commensurate with their additional responsibilities.

The President will be the Chief Executive Officer of the CWB and will have, on behalf of the Board of Directors, responsibility for the direction and management of the business and day-to-day operations of the CWB in all matters not reserved for the Board of Directors or the Chairperson. The President will also be a full member of the Board of Directors; however, the Board Chairperson will preside at all meetings of the Board and will determine the agenda of the meetings.

Notwithstanding the above, there is a detailed code of conduct in effect for the current Board, describing the standards of conduct expected and required of all Directors of the Canadian Wheat Board. It is the responsibility of the new Board to review this code and take whatever action it deems necessary. The current Board’s code of conduct is included in Sections 9 and 10 of the Candidates’ Reference Guide.