Independence and Board Quafications

What ought independence look like for NBPSPP?

In yesterday's post, the way the NBPSPP Board defined director independence was reviewed. Several questions were raised and problems  identified. One might want to the Canadian Coalition for Good Governance www.ccgg.ca to get more details about director independence and how it ought to be operationalized. Specifically consider the best practices document. For a much more detailed document about independence, go to Cassels/Brock at
www.casselsbrock.com
and go to the 2017 document entitled The Matrix to Defining Director Independence in Canada. 

A summary of these guidelines follow:

1. Maintaining a majority of independent  directors on the board.
2. Appointing a chair of the board..or a lead director who is an independent director.
3. holding regularly scheduled meetings of independent directors where members of management are not in attendance.
4. Appointing a Nominating Committee composed entirely of independent directors.
5. Appointing a compensation/remuneration Committee composed entirely of independent directors. 

What does this do to the leadership of the Board, because currently, the Board Chair, by this definition, would not be Independent.

If this Board was to work to this definition, there would be an independent board leader...

• chosen by the full board
• is an outside and unrelated director
• identified in the annual report
• evaluated annually against a position description
• is appropriately compensated
• is assured the resources necessary to function

The desirability of providing for a strong independent board leader should be a consideration in recruiting new board members. 

There are several problems noted here as far as the Board appears to be functioning.

1. There are no governance guidelines, yet
2. There are only 2/11 independent board members
3. The Board Chair is not independent
4. There is no Nominating Committee
5. There are no nominating guidelines and no succession plan for board members and board leadership. 

There are several committees to consider with regards to independence: Audit (NI 52-110), and Compensation. What might these look like. With regards to Compensation, is there say on pay for members to exercise?