Board of Director Qualifications

Board Mandate

The Board of Directors has the authority to direct ESA. In keeping with Schedule “E” of the Administrative Agreement, the Board supervises the management of ESA’s business and affairs, including oversight of ESA. ESA expects the Board to take a leadership role in developing the ESA’s strategic direction. This includes:

  • Regular reviews with ESA management. These cover the state of electrical safety, the strategic environment, emerging risks and opportunities (including their implications for strategic direction), and the operation of ESA;
  • Approving strategic plans. These take into account ESA’s major risks and opportunities and overseeing managing those risks;
  • Appointing, coaching, monitoring and assessing the performance of the CEO;
  • Charging the CEO with the general management and direction of the business and affairs of the corporation;
  • Overseeing the appointment, training and monitoring of senior management and its succession planning; and
  • Approving ESA's annual budget and monitoring ESA's financial performance to ensure its financial viability and the effective use of its resources.

The Board oversees the performance of the CEO and senior management. This ensures they manage and direct the ESA’s business, including:

  1. any decision that will result in a material deviation from Board-approved strategic, business or operational plans or policies;
  2. establishing effective procedures for monitoring corporate performance; and
  3. any decisions required of the Board of Directors under the terms of the legislation and regulations governing ESA.

Accountability

ESA is not an agent of the provincial government. ESA acts according to the Safety and Consumer Statutes Administration Act and an Administrative Agreement with the Ministry of Consumer Services.  The Board is accountable to stakeholders for ESA’s performance. Stakeholders include participants in the electrical industry, government and the general public.

Board Composition

The Board composition is governed by ESA’s Supplementary Letters Patent, dated March 15, 1999, and its by-laws. The Board consists of 12 members:

Number

Description

Method of Appointment

Three

Minister’s Class

Appointed by Minister

Eight

Representatives reflecting sectors:

Engineering   – 1

Electrical  Manufacturing – 1

Electrical  Utilities – 2

Electrical  Contractors – 3

Not  from listed sectors - 1

Appointed by Board

One

Ex officio:   Chief Executive Officer

Appointed by Board

Directors, other than the CEO, may serve a maximum of three consecutive three-year terms.

Core Attributes, Competencies and Experience

“Core attributes, competencies and experience” are the skills and behaviour we want on the ESA Board:

  1. SAFETY: ESA defines this as experience in promoting and taking on activities that enhance public electrical safety. These include training, registration, audit, quality assurance, inspection, investigation, enforcement and other services.
  2. CORPORATE GOVERNANCE: Experience in overseeing and directing a corporation. Directors will have supervised and contributed to the executive functions of management.
  3. REGULATORY GOVERNANCE: Experience in overseeing and directing a regulator. This includes making, communicating, monitoring and enforcing rules; arbitration, sanctions, and evaluation. 
  4. GOVERNMENT RELATIONS: Experience in collaborating with the provincial government to improve public electrical safety.
  5. CORPORATE SOCIAL RESPONSIBILITY: Experience in directing or managing a business in a way that contributes positively to the environment, employees, communities, stakeholders and the public. 
  6. ORGANIZATIONAL LEADERSHIP: Experience in organizational development, design and effectiveness.
  7. STAKEHOLDER RELATIONS: Experience in improving relationships and aligning people or companies with strategic objectives. 
  8. COMMUNICATION: Experience in creating and using messaging to improve stakeholders’ understanding and knowledge.
  9. FINANCIAL: Experience or knowledge of audit, finances, accounting, risk management and compliance requirements. 
  10. RISK MANAGEMENT: Experience assessing risk and acting or using policies and procedures to avoid or minimize associated loss.
  11. LEGAL:  Experience interpreting and applying legislation, regulations and compliance requirements.
  12. INFORMATION TECHNOLOGY: Experience developing, installing and using information systems and applications. 
  13. ELECTRICAL: General knowledge of the electrical industry. Experience in the electrical distribution or electrical product sectors.
  14. CONSENSUS BUILDER: Superior conflict-resolutions skills. Able to act as a mediator among the directors, disarming and resolving conflict.  Able to prevent differences of opinion from escalating into major disputes.
  15. CHALLENGER: A person who asks tough questions, speaks up and challenges management and other directors.  Well-prepared on issues in question. Direct and fair when challenging management.
  16. COUNSELLOR: A person with strong persuasive skills and high credibility. Able to work with a variety of people, both inside and outside the company.  Someone who prefers to work out problems behind the scenes.
  17. CHANGE AGENT: A person who thinks broadly about the future direction the company should take.  A catalyst for fundamental change when change is necessary. 
  18. CONDUCTOR: A person who relates well to management. Understands group and individual dynamics. Has remarkable leadership skills, both inside and outside the boardroom. A keen interest in good governance and serves as a hub of all important board activities. Leads agenda setting, runs meetings effectively, moderates discussion, manages dissent and works for consensus. Sets the tone and culture for effective corporate governance.

Expected Contribution

  • Four board meetings per year
  • Board strategy sessions (two days)
  • Takes part on at least two Board Committee, with four meetings per year
  • Serves on special projects ad hoc committees from time to time
  • Adequate preparation time for meetings
  • Takes part in annual evaluation of the Board.

Compensation

Retainer: $14,500 per year.

Meeting Fees: $1,200 per meeting for full day. $600 for ad hoc meetings. $300 for teleconference meetings of less than two hours.

Reimbursement for reasonable out-of-pocket expenses associated with attending meetings or special functions.