Board Profile - Federal Bridge Corporation Limited (The)

Federal Bridge Corporation Limited (The)

Corporation Mandate

The Federal Bridge Corporation Limited (FBCL/the Corporation) results from the amalgamation of the former FBCL with Blue Water Bridge Authority under the Canada Business Corporations Act effective as of February 1, 2015. It is subject to the Financial Administration Act and is a parent Crown corporation and agent of the Crown.  It has a mandate to engage in a range of activities to ensure that the international bridges and related infrastructure in its portfolio are safe, secure, efficient, environmentally sound and well-maintained.  The Corporation’s portfolio currently includes Canadian interests in: the Blue Water Bridge in Point Edward, Ontario; the Seaway International Bridge (SIB) in Cornwall, Ontario; the Sault Ste. Marie International Bridge, in Sault Ste. Marie, Ontario, and the Thousand Islands Bridge at Lansdowne, Ontario.  In support of these operations, the Corporation’s activities include the design, construction, financing maintenance, operation, management or development of international bridges or other affiliated structures or facilities or activities.

Roles and Responsibilities

The Board is responsible for the management of business activities and other affairs of the Corporation. It discharges its responsibility by way of oversight of the Corporation in a manner that is fully consistent with its fiduciary duty and duty of care.

The Board is responsible for the stewardship of the corporation and to maintain active oversight of the corporation’s governance.

The Board establishes and oversees implementation of corporate objectives and sets the strategic direction of the Corporation and is responsible for the Corporate Plan, Quarterly Financial Statements and Annual Reports.

The Board will evaluate the Corporation’s performance, monitor the Corporation’s financial plans and results and monitor and evaluate the performance of the Chief Executive Officer and approve the annual financial statements, budgets and audit results.  The Board will ensure the integrity and adequacy of the Corporation’s information systems and management practices, and ensure FBCL is identifying and managing its major risks.

The Board will define corporate governance procedures and by-laws, and be responsible for the overall corporate governance of the Corporation in a manner that is consistent with best practices and with related government policies. It establishes Committees of the Board, including an Audit Committee.

The Board will ensure strong and effective stakeholder communications and relations.

Challenges, Issues and Initiatives

The safety and security of the network of international bridges in Canada is not only essential to vehicle traffic, but is a key strategic component of the larger Canadian transportation system and a vital part of the country’s commercial trade with the U.S. 

Demands for safety and security, competing financial requirements for maintenance, replacement or addition of structures, and the need for a more consolidated approach for managing the international bridge network are ongoing significant challenges.

As revenues are mostly derived from the custodial functions of FBCL, the ability for the Corporation to manoeuvre is limited.  It is therefore critical to identify viable and sustainable options to finance FBCL’s operations. 

The Corporation was established through a recent amalgamation of FBCL and its subsidiaries, the Seaway International Bridge (SIBC) and the St Mary’s River Bridge Company (SMRBC) and the Blue Water Bridge Authority.  The Corporation is transitioning to a streamlined organizational structure that will oversee the safe, secure, efficient and environmentally sound flow of goods and people between Canada and the United States, which is essential to our economic competitiveness and our mutual prosperity.  The new operating structure must sustain and improve relations with all stakeholders including the host communities, U.S partners, and First Nations as well as maintain consistent policy operating systems across the corporation and bridge network.

Core Attibutes, Competencies and Experience

The Board, collectively, requires a balanced set of skills, knowledge and experience to provide oversight and direction.  Directors should be financially literate as well as possess the following:

Knowledge

  • FBCL’s business and business lines
  • Role of the Board of Directors and its relationship to its stakeholders
  • Roles and Responsibilities of the Board of Directors and those of Executive Management
  • Effective corporate governance and best practices
  • Strategic planning, project management and financial management (business case analysis, investment strategies, etc.)
  • Public policy and administration

Abilities and Personal Suitability

  • Management of physical, financial and human resources
  • Policy implementation and strategic planning skills
  • Informed judgment
  • Effective communication skills
  • Effective stakeholder engagement skills
  • Diplomacy
  • Values/high ethical standards/integrity
  • Teamwork and tactful interpersonal skills

Specific Skills, Knowledge and Experience

In the overall mix of skills, knowledge and experience required to maximize the effectiveness of the Board, the following experience and capabilities are required of the Board as a whole, but not necessarily by each Board member.

Experience

  • Senior executive experience
  • Previous Board of Director experience
  • International relations experience
  • Management of transportation infrastructure experience

Knowledge

  • Finance and accounting
  • Structural Engineering/Construction
  • Legal Expertise
  • Risk Management
  • First Nations consultations
  • Infrastructure management
  • Corporate governance and management
  • Strategic and Project planning and analysis
  • Public policy
  • Bridge safety and security issues and law enforcement
  • Canada – USA relations
  • Human Resources
  • Community affairs
  • Information technology
  • Mergers and acquisitions

Representation

The Board consists of seven Directors including the Chairperson and the CEO. The Directors are appointed by the Minister of Transport with the approval of the Governor in Council. The Chairperson and CEO are appointed by the Governor in Council on the recommendation of the Minister of Transport. The Board should have representation from each of the communities where the Corporation operates and represent linguistic duality, cultural diversity and gender balance.

Working Conditions

The Board and its Audit Committee meet a minimum of 5 times per year as well as meetings via teleconference as required at the call of the Chair. In addition, a strategic planning session is held each Fall. The frequency of committee meetings is ordinarily held in conjunction with Board meetings, but Committees may meet on other specified days.  The average time commitment for Directors is 15-20 days per year, excluding travel time.

Board members are required to Chair and/or sit on Board committees and should be prepared to view, as required, the structures managed by the Corporation.  Directors follow the Corporation’s Conflict of Interest Policy and the Corporation’s Code of Conduct for Directors.

Board members receive remuneration set by the Governor-in-Council along with Board approved reasonable travel and living expenses incurred in the course of performing their duties.

Approved by the Board of Directors of The Federal Bridge Corporation Limited at its meeting held on May 27, 2015.