Annual Report 2018

The Board holds management accountable for its business performance and strategic objectives. The Board therefore exercises due diligence over

• strategic initiatives and corporate plans
• service and operational performance
• internal control and financial reporting
• major contracts and investments
• recruitment of senior officers
• health and safety, labour and compensation management
• effective reporting to the shareholder

The Board has 11 members, including the President and Chief Executive Officer, all of whom are appointed by the Governor in Council. In 2018, a year for renewing leadership at Canada Post, six new Board members from across Canada were identified and two continuing members had their terms renewed through the Government of Canada’s open, transparent and merit-based selection process. They have extensive and varied experience in labour relations, business, law, e-commerce, marketing and stakeholder relations.

The Board met in person and by teleconference 27 times, as did committees of the Board.

Canada Post recognizes the relationship between gender diversity and corporate performance. The Board currently has five female members, including the Chair, or nearly 50 per cent of the total membership. The Board is also a reflection of Canada’s diversity.

The Board has established an Equality in Employment policy for the Corporation and regularly reviews its performance in this area.

The Corporation has a Statement of Board Values and Board Charter, a document outlining standards of conduct for directors, and a bylaw that requires directors to be independent of management. As provided for by the Canada Post Corporation Act, the positions of the Board Chair and of the President and Chief Executive Officer were held by the same person starting in April 2018 with the appointment of the Chair as Interim President and Chief Executive Officer. This ended with the appointment of a permanent President and CEO in March 2019. Between these appointments, steps were taken to strengthen Board independence. For example, a Lead Independent Director was appointed to permit the Board to share any concerns in camera without the Board Chair present, and the Conflict of Interest and Ethics Commissioner was consulted and raised no concerns. An ethics adviser and an independent legal adviser to the Board of Directors have also been retained to provide independent advice to the members.

The Board holds its regular meetings with the President and Chief Executive Officer as a member and with the Chief Financial Officer as an invitee. Otherwise, the Board meets without the presence of management, unless required for presentations or reports. The Board holds in-camera sessions with outside directors only. The Audit Committee meets in camera with external and internal auditors. The Board engages independent counsel and advisers as it deems necessary.

Additional oversight is accomplished by the Audit Committee, the Corporate Governance and Nominating Committee, the Human Resources and Compensation Committee, the Labour Relations Committee and the Pension Committee.

The Board regularly assesses its effectiveness through a self-assessment survey. It has set criteria for desired skills and attributes used to identify potential gaps in succession. Board remuneration complies with guidelines issued by the Privy Council Office.

Alignment and oversight of Canada Post’s subsidiaries ensure consistent governance practices in companies in which Canada Post holds a majority interest.