Board Profile - Atlantic Pilotage Authority

Atlantic Pilotage Authority

Corporation Mandate

To establish, operate, maintain, and administer, in the interest of safety, an efficient pilotage service within the Atlantic Region.

Roles and Responsibilities

While Directors are normally removed from the day-to-day decision making of the Authority, their role is vitally important. Successful corporate governance is directly associated with the degree individuals understand and appreciate the significance of relationships in carrying out their roles and responsibilities as stewards and leaders. In conjunction with the Chief Executive Officer, the Board should ensure an appropriate allocation of responsibilities between the Board and Management.

The management of the Authority presents information, seeks advice, and requests the approval of proposals from the Board of Directors. Each Director is called upon to exercise his/her judgement and the independence of his/her position in formulating the Board’s decisions to approve, reject or request deferral of the proposals brought by management.

In fulfilling its roles and responsibilies, the Board’s duty is to comply with the requirements outlined in the Pilotage Act and the Financial Administration Act. As well, it is bound by the applicable Regulations arising from the Acts. Requirements include, but are not limited to:

1. Fiduciary duty to act honestly and in good faith.
2. The exercise of prudence, diligence and skill.
3. Observance of the rules governing the application and disclosure relating to conflict of interest.

As stewards of the Authority, the Board will:

• Set the strategic direction of the Authority.
• Ensure the integrity and adequacy of the Authority’s information systems and management practices.
• Ensure the main corporate risks are managed.
• Evaluate the Authority’s performance and monitor the Authority’s financial results.
• Ensure CEO and executive succession planning is in place.
• Be responsible for the overall corporate governance of the Authority.

Challenges, Issues and Initiatives

The Authority's Board of Directors must ensure that the potentially varying interests and priorities of the shipping industry, vessel owners and operators, ports, government agencies and other service providers are met in a balanced manner consistent with the mandate of the Authority and with the economy at any given time.

Core Attributes, Competencies and Experience

In order to carry out its mandate, the Board must possess the necessary credentials to “establish, operate, maintain, and administer in the interest of safety, an efficient pilotage service within the Atlantic Region”. Board members, both individually and collectively, must accept, promote and guide management to endorse and reflect the Authority’s stated values of:

• Honesty and Integrity
• A Safe Working Environment
• Positive Stakeholder Relations
• Service Quality – assuring that the highest standards are met
• Accountability and Responsibility
• Adaptability and Innovation

Specific Skills, Knowledge and Experience

• Strategic Planning
• Business Leadership
• Risk Management
• Human Resources Management
• Financial Literacy
• Corporate Governance
• Social/Environmental/Community Responsibility
• Government Relations
• Shipping Industry
• Project Management
• Marine Pilotage
• Safety Management

Representation

In terms of Board size, structure and representation, the following arrangement continues to provide effective governance for the Authority.

The Authority’s Board of Directors is composed of seven members designed to reflect stakeholders’ diversity and public policy requirement. Appointments are made as follows:

• A Chair appointed by the Governor in Council on the recommendation of the Minister of Transport.
• Not more than 6 members are appointed by the Minister with the approval of the Governor in Council, selected as follows:
  1. Two Directors nominated by the Shipping Industry
  2. Two Directors nominated by the Canadian Marine Pilots’ Association
  3. Two Directors to represent the Public Interest

Working Conditions

The Authority’s Board of Directors meets once a quarter, at regularly scheduled meetings in March, June, September and December. The meetings usually take place in the Authority’s office in downtown Halifax, NS. Board meetings, including preparation time, may use 30 to 40 hours per year of a Board member’s time.

The Board of Directors has delegated certain responsibilities to five Committees:

• Executive Committee
• Audit Committee
• Finance, Administration & Planning Committee
• Governance, PRMM & Regulations Committee
• Pilot Boat & Technology Committee

A Director is appointed as Chair to each of these committees by the Chair of the Board, based upon their individual experience and knowledge. Committee meetings are held as and where deemed necessary.

The average time commitment for each Board member, not including the Chair, can vary quite considerably depending upon the committee itself. Some committees are less demanding and a Board member can expect to spend approximately 50 hours per year preparing for and attending meetings. Other committees can utilize up to 150 hours per year of a Board member’s time.

The Board of the Atlantic Pilotage Authority receives a Governor-in-Council approved schedule of fees along with Board approved expenses.