In addition to the responsibility and specific duties set out in the Board Mandate of the GPC Board of Directors (Board), a director of the GPC (Director) has the oversight responsibility and specific duties described below:

Appointment and Tenure

Directors are recommended annually by the Governance and Nominating Committee and nominated by the Board for election by the members of the GPC (Members) at the annual meeting.  A Director’s term expires on the earlier of the close of the next annual meeting, or until their resignation or until a successor is appointed.  An elected Director is expected to run for at least one successive term.

Attendance

Directors are expected to attend Board and committee meetings of the Board (Board Committees) of which the Director is a member.  Attendance records are available to Directors upon request. 

Directors are also expected to attend the annual conference and attend local GPC events in order to represent and promote GPC's mission.

Responsibility

Each Director contributes actively and in collaboration and provides effective oversight of the GPC and the Management Services Provider.

Specific Duties

A Director will:                   

Duty, Ethics and Integrity

  1. Consider, act in good faith and in the best interests of GPC and its Members.
  2. Contribute to fulfilling the duties and responsibilities outlined in the Board Mandate
  3. Demonstrate credibility, integrity and high ethical standards in undertaking the business of the GPC.

Contribution and Independence

  1. Work effectively and constructively with other Directors and the Management Service Provider.
  2. Ensure sufficient time to fulfil his or her Director’s duties and responsibilities.
  3. Prepare for meetings in advance, and attend and contribute knowledgeably and effectively to meetings of the Board and any Committee of which the Director is a member.  Be attentive and knowledgeable about key issues and be prepared to ask appropriate questions of the Chair and the Management Services Provider and be willing to participate in full and frank deliberations with the intent to make informed decisions.
  4. Attend the annual conference and facilitate the planning of local GPC events and attend such events in order to represent and promote GPC's mission.
  5. Be independent-minded in Board matters, including, but not limited to: business and governance issues; strategy, finance, risk and opportunities, related-party transactions and, any potential conflicts of interest.
  6. Advise the Board of any changes in factors, including conflicts of interest that could impact a Director’s effectiveness.
  7. Participate in the evaluation of the performance of the Management Services Provider and the Society.
  8. Perform such other duties as may be assigned to a Director by the board from time to time.
  9. Provide business items in advance for regular and in-camera Board meetings.

Skills, Competencies and Continuing Education

  1. Have sufficient competencies and skills to enable him or her to fulfil his or her duties as a Director of GPC. 
  2. Maintain or enhance those individual competencies and skills the Director brings to the Board and apply those competencies and skills to contribute to the effective management of the business of the GPC.

Performance

  1. Participate in an annual assessment of personal performance and contribution; and Board performance and effectiveness.

NOT A Member Yet?        Join us


Official Partner of GPC

Governance Professionals of Canada - 21 St. Clair Avenue East, Suite 802, Toronto, ON M4T 1L9
TEL: (416) 921-5449/1-800-774-2850 | FAX (416) 967-6320 | info@gpcanada.org |www.gpcanada.org 

© 2016 Governance Professionals of Canada

Terms of Use   |   Contact

Powered by Wild Apricot Membership Software