Board Profile - VIA Rail Canada Inc.

VIA Rail Canada Inc.

Corporation Mandate

VIA Rail Canada operates the national passenger rail service on behalf of the Government of Canada. An independent Crown Corporation established in 1977, the company provides Canadians with safe, efficient and environmentally responsible public transportation.

Roles and Responsibilities

The Board of Directors acts collectively and exercises its powers and responsibilities as a group. Individual directors have no power to act on their own.

Broadly speaking, a director of VIA Rail Canada (VIA Rail) has several fundamental obligations (fiduciary responsibilities) to perform.

1. Honesty and Good Faith

   Common law requires a director to act honestly and in good faith with a view towards the best interests of VIA Rail. The key elements of this standard of behaviour are:

   1. A director must act with a view to the best interests of VIA Rail and not in his or her self-interest.
   2. A director cannot take personal advantage of opportunities that come before him/her in the course of performing his/her director duties.
   3. A director must disclose to the Board any personal interests that he/she holds that may conflict with the interests of VIA Rail.
   4. A director must adhere to the requirements of the VIA Rail Director's Code of Conduct and Ethics.
2. Skillful Management

   A director shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances. This means:

   1. The standard of behavior expected of a director will depend upon the particular qualities or characteristics that the director brings to VIA Rail relative to the particular matters under consideration.
   2. The director must be proactive in the performance of his or her duties by:
      1. attending Board and committee meetings; a director who has not attended meetings must show diligence by examination of reports, discussion with other directors, and otherwise being sufficiently familiar with the organization's activities so that his/her performance does not suffer as a result of non-attendance;
      2. participating in a meaningful way; and
      3. being vigilant to ensure that VIA Rail is being properly managed.

As a member of the Board, each director is expected to:

1. demonstrate skills and experience that are complimentary to the current directors and helpful with VIA Rail's current activities and strategic direction;
2. utilize external relationships and resources in making a contribution and adding value to VIA Rail;
3. effectively apply knowledge, experience and expertise to issues confronting VIA Rail
4. serve as a helpful resource to the Board and to management, where necessary and appropriate;
5. act as an effective ambassador and representative of VIA Rail.

Challenges, Issues and Initiatives

Since 1990, VIA has focused on reducing overhead, administrative and operating costs, while improving the quality of its service in order to attract more customers and increase revenues. As a result, the level and quality of passenger rail service across the country has improved, while costs to the public for operating the service have fallen.

In recent years, VIA’s performance has been challenged by shifting market conditions, including a drop in tourist travel from the US and overseas. In addition, aging equipment and increased rail traffic congestion has affected the reliability and overall performance of passenger trains.

To address these challenges, VIA’s business strategy focusses on customer needs and expectations, and aims to enhance the features of the train travel experience most valued by customers.

Core Attributes, Competencies and Experience

As a member of the Board, each director is expected to possess the following core attributes, competencies and experience:

1. Independence and Independent thinker

   Independent in fact and perception (i.e., with no other material relationships that would or could be perceived to affect a director's ability to act and think independently). Ability to ensure that objectivity and independence are brought to the Board and to stakeholder relations.

2. Impact and influence

   Understands diversity of stakeholder groups, their needs and expectations; able to have an impact on and influence others; understands and works effectively within VIA’s complex organizational and political environment.

3. Integrity

   Maintains the highest ethical standards both professionally and personally; wiling to act on and meet accountabilities that are outlined in the bylaws and governing principles of the Board.

4. Teamwork

   Ability to work effectively as a team member, recognize the value and necessity of a team approach; demonstrates a collaborative style in working with others.

5. Professional and business judgment

   Brings specific areas of expertise and knowledge to the Board and the organization; uses professional knowledge, analytical skills, background and experience to identify issues and opportunities, and to support Board decisions.

The following represents a list of critical or important competencies that the Board as a whole shall possess. The Corporate Governance Committee of the Board has the mandate to conduct regular Board evaluations that address the performance of these competencies within the Board as a whole. Gaps in performance or new competencies identified by the Corporate Governance Committee, and subsequently approved by the Board, shall define the Board Director recruiting needs to be addressed by the Nominating Committee.

The Board as a team should possess these competencies and experience:

• Knowledge and understanding of the transportation industry, including rail and other modes, tourism/hospitality, other related sectors
• Knowledge of the Canadian political environment and public policy, how to promote effective government relations
• Legal experience, comprehensive understanding of legal framework, legal aspects of issues, labour relations
• Financial perspective, direct financial experience including accounting, auditing, investment advice, risk management, banking
• Human Resources, performance management practices, succession planning, health and safety
• Marketing, strong customer and service focus, knowledge of emerging market industry trends

Specific Skills, Knowledge and Experience

The Board of Directors should include individuals who possess a strong mix and balance of skills, knowledge and experience that will support the achievement of VIA Rail’s vision and strategic objectives.

• Public relations and communications, knowledge of public relations and communications issues in the context of a Crown corporation or similar setting.
• Engineering, or similar ability, to bring technical knowledge directly related to VIA Rail’s operations.
• Real estate, management of real estate properties.
• Representative of the Canadian population and the geographic regions of Canada.
• Experience and understanding of corporate governance principles, guidelines and policies.
• Understanding of the role of the Board to monitor management on behalf of the shareholder and not to become involved in managing the operations of the organization.
• Experience in the public service environment, or comparable understanding- commitment to public service goals.
• Experience and understanding of the Corporation’s and the Board’s fundamental accountabilities to the Canadian Government, taxpayers and other stakeholders- able to serve as an ambassador and advocate for VIA Rail.

Representation

The Board members should represent different perspectives and capabilities in order for the Board to fufill its roles and responsibilities as a team. As possible, and all else being equal, the selection process shall also give weight to regional representation, gender and other diversity considerations.

Working Conditions

1. Meetings

   VIA Rail has four regularly scheduled Board meetings a year, once a quarter, in March, June, October and December. Additional meetings are held as required on an ad hoc basis between scheduled meetings.

   The meetings usually take place in the head office in downtown Montreal, QC.

2. Attendance

   As a member of the Board, each director shall:

   • attend meetings well prepared, having completed and understood the necessary background reading and having consulted other directors and/or management, if required, for clarification;
   • organize him/herself so as to be able to attend the entire Board or committee meeting, not just parts of meetings; and
   • maintain an excellent Board and committee meeting attendance record.
3. Committee work or other duties

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

   • Planning and Finance Committee
   • Investment Committee
   • Human Resources and Corporate Governance Committee
   • Audit and Risk Committee
   • Real Estate and Environment 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.

4. Annual time commitment

   Board meetings, including preparation time, may use 100 hours per year of a Board member’s time.

   With respect to committee meetings, 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 250 hours per year of a Board member’s time.

5. Code of conduct

   To demonstrate determination and commitment, VIA Rail requires each director to review and sign the VIA Rail Code of Conduct and Ethics annually. The willingness and ability to sign the Code is a requirement of all directors.

6. Remuneration and expenses

   The Board of the VIA Rail Canada receives a Governor-in-Council approved schedule of fees along with Board approved expenses.