Non Adjudicative Board Position Profile
Agency, Board or Commission Halifax Port Authority
1
Statute
Canada Marine Act (federal)
2
Purpose
On March 1, 1999, the Halifax Port Authority (HPA) succeeded the Halifax
Port Corporation. Halifax was one of the first of 18 Canadian ports to
implement this administrative change as required by the Canada Marine
Act (Bill C-9), which was passed on June 11, 1998.
As an Agent of the Crown under the direction of the Minister of Transport,
the Halifax Port Authority is responsible for administering Halifax Harbour.
The HPA is a local port authority with a mandate “to develop, market and
manage its assets in order to foster and promote trade and transportation”.
3
Functions
The Canada Marine Act (s. 20) states that "The board of directors is
responsible for the management of the activities of a port
authority."
To further delineate its general governance responsibilities, the
Board has adopted the attached Board Charter.
Halifax Port Authority – Board Charter
In addition to meeting the requirements established by the
Canada Marine Act, the Port Authorities Management
Regulations, our Letters Patent and our bylaws, the Board of
Directors of the Halifax Port Authority will provide effective
stewardship and strategic leadership for the organization by
fulfilling the following key governance responsibilities:
Mission, Vision and Values
Define the organization’s mission and long-term vision
Set and model the highest ethical standards for the
organization and ensure that systems are in place to monitor
compliance with these standards
Ensure that a code of conduct and conflict of interest policies
are in place for the organization
Corporate Plans and Performance
Provide input to management on emerging trends and issues
Review and approve long-term plans for the organization
Review and approve the annual business plan and budget,
ensuring alignment with the organization’s long-term plans
Monitor the organization’s progress against both the annual
and long term plans
Human Resources
Select, evaluate, provide opportunities for professional
development and determine the compensation for the CEO
and, if necessary, to replace the CEO
Review the executive organizational structure recommended
by the CEO (for clarity, the CEO decides who is hired to
executive positions below the CEO; where those executives are
to be named as officers, the Board deals only with their
appointment as officers)
Appoint the corporation’s officers
Ensure that a succession plan is in place for the CEO and that
the CEO has a succession plan in place for senior and other key
positions within the HPA
Ensure that policies and systems are in place to foster a work
environment that is able to attract and retain good people
Approve the organization’s pay scale and benefits framework
Fiscal Management
Ensure that the organization is in good financial health
Approve annual financial statements
Approve expenditures as defined in the Delegation of
Authority Policy and spending approval matrix
Approve financial and accounting policies for the
organization
Approve any borrowings
Appoint the auditors and set their compensation
Risk Management
Ensure that there is an appropriate internal control system
and management information system in place
Require that the principal business risks facing the
organization be identified and ensure that there are adequate
systems in place to minimize and manage these risks
Ensure that safety is a prime concern for the organization
and that standards and monitoring systems are in place and
functioning efficiently
Stakeholder Relations and Communications
Ensure that the organization has policies and systems in
place to foster positive stakeholder relations
Establish minimum standards for external communications
through the approval of a communications policy
Act as ambassadors for the organization
Ensure that the organization complies with all legal reporting
requirements
Governance Effectiveness and Efficiency
4
Composition
5
Formal Qualifications
6
Work & Experience
Requirements
Ensure that policies and systems are in place to foster
effective and efficient governance, e.g. board nominations,
orientation, ongoing education, annual evaluation, etc.
Define committee structure and approve terms of reference
defined and respected
7 Board members
-
1 federal government
-
1 provincial government
-
1 municipal government (HRM)
-
4 nominees from 4 different identified Port user
groups, appointed by the federal government
As defined in section 15 of the Canada Marine Act:
The Federal, Provincial and Municipal directors shall have
“generally acknowledged and accepted stature within the
transportation industry or the business community”.
The Halifax Port Authority is implementing a long-term
strategic plan. It is essential that its Board of Directors consist
of individuals with the knowledge, attitudes and abilities to
comprehend, to support and to execute this long-term vision.
It is also considered essential for all directors to have had
previous board experience in a complex, multi-stakeholder
environment.
In addition to the basic requirements of any corporate director
– time availability, personal integrity, high standards of
behaviour and values, interest and intelligence – an ideal
candidate for director will have a strong grasp of essential
concepts of strategic management, business policy, and the
commercial environment; experience with corporate
governance and board operations; capacity for quick grasp of
facts; and the ability to see the “big picture.”
It has been determined that the optimal balance of skills and
experience for the HPA Board would include a cross-section of
expertise in the following fields:
▪ Marine and intermodal transportation
▪ Accounting and finance
▪ Business management/administration
▪ Strategic planning
▪ Law
▪ Property/real estate development
▪ Urban planning
▪ Engineering (Civil)
▪ Construction services
▪ Public/government/customer relations
▪ Communications
▪ Trade/commerce
▪ Sales/marketing
▪ Sustainability
See section 6 above.
7
Skills Required
8
Statutory / Traditional
Nomination
Requirements
Ineligible Individuals
As defined in section 16 of the Canada Marine Act and Article
4.2 of the Halifax Port Authority Letters Patent, the following
individuals may not be directors:
(a) an individual who is a mayor, councillor, officer or
employee of the Halifax Regional Municipality;
(b) an individual who is a member of the legislature of the
province of Nova Scotia, or an officer or employee of the
public service or of a Crown corporation of such province;
(c) a Senator or a member of the House of Commons;
(d) an officer or employee of the federal public administration,
a federal Crown Corporation or a port authority;
(e) an individual who is not a resident Canadian, as defined in
subsection 2(1) of the Canada Business Corporations Act;
(f) an individual who is a director, officer or employee of a
person who is a user of the port;
(g) an individual who is under 18 years of age;
(h) an individual who has been declared mentally incompetent
by a court in Canada or elsewhere; or
(i) an undischarged bankrupt.
9
Term of Appointment
Directors are eligible to serve a maximum of three (3) terms of
office of up to three (3) years each, for a maximum of nine (9)
consecutive years served. No person is eligible to be
appointed as a director within 12 months after the expiration
of their term or renewed term.
10 Remuneration
Board Chair receives $35,000.00 annual stipend.
Board Vice-Chair receives $18,000.00 annual stipend.
Other Board members receive $9,000.00 annual stipend.
Board Committee chairs (governance, audit, security
environment & safety, and human resources & compensation
committees) receive $3,000.00 additional annual stipend
(unless Chair or Vice-Chair, then no extra).
In addition, there is a $700.00 per diem allowance for
attending all Board and Board Committee meetings.
Reasonable expenses are paid, including travel.
11 Anticipated Time
Commitments
Board meets 4-6 times per year (4 hour meetings +
preparation time).
Board Committees meet at last 4 times per year (1-2 hour
meetings + preparation time).
12 Other Notes
N/A.