Governance

Public Accountability

As a Crown corporation, FBCL is accountable to Parliament through the Minister of Transport. FBCL is governed by a Board of Directors (“FBCL Board”) consisting of seven members, inluding a Chairperson and the Chief Executive Officer. The FBCL Board is accountable for the stewardship and oversight of the Corporation. The President and Chief Executive Officer (CEO) is accountable to the FBCL Board for day-to-day management and performance of the Corporation and supports the Board in its oversight role. Each of these positions is appointed by the Governor in Council on the recommendation of the Minister of Transport.

FBCL Board
Responsibility

As per the FAA, the duties and responsibilities of the FBCL Board are to set corporate objectives and direction, ensure good governance, monitor financial performance, approve budgets and financial statements, approve policies and by-laws, recommend appointment of the Canadian directors of international Bridge Boards, as well as ensure that risks are identified and managed.

Independence

Directors of the FBCL Board are required to act honestly, diligently, carefully and in good faith, in accordance with the FAA. They are briefed on and operate under the terms of corporate by-laws designed to prevent conflict of interest, and they are required to recuse themselves from decision making related to potential areas of conflict of interest. FBCL requires that each new Director review and acknowledge his or her understanding of the principles expressed in the Conflict of Interest Code for Directors.

Committees of the FBCL Board

The Board is currently supported in its role and responsibilities by a Finance and Audit Committee which is legally required and a Governance, Policy and Human resources Committee.

Finance and Audit Committee

The Finance and Audit Committee (FAC) assists the Board in overseeing the Corporation’s financial reporting and controls. The Committee also assists the Board in monitoring whether the Corporation complies with financial covenants and legal, contractual and regulatory requirements governing financial disclosure matters and financial risk management.

The role of the Committee is to support the Board in the discharge of its responsibilities by performing due diligence on matters within its area of responsibility. Its function is not to approve but make recommendations for approval by the Board.

The Committee is composed of three regular members who are directors of the Corporation, none of whom may be officers or employees of the Corporation or any of its affiliates. The members are appointed annually by the Board and serve at the pleasure of the Board. Each member must qualify as an independent director, as determined by the Board in the exercise of its business judgment. Each member of the Committee is financially literate, as determined by the Board in the exercise of its business judgment, with at least one member designated as a financial expert or having accounting or related financial management expertise. The Board designates one of the members as the Chair of the Committee. The Chair of the Committee has responsibility for overseeing that the Committee fulfills its mandate and duties effectively. The Chair of the Committee also presides at meetings of the Committee and is responsible for the leadership of the Committee, including scheduling meetings, approving agendas and making regular reports to the Board.

The Board Chair is an ex-officio member of the Committee.

Governance, Policy and Human Resources Committee

The Governance, Policy and Human Resources Committee assists the Board in overseeing the Corporation’s governance, board policy infrastructure and human resources.

The role of the Committee is to support the Board in the discharge of its responsibilities by performing due diligence on matters within its area of responsibility. Its function is not to approve but make recommendations for approval by the Board.

The Committee is composed of two regular members who are directors of the Corporation. As with the Finance and Audit Committee, the members are appointed annually by the Board and serve at the pleasure of the Board. Each member must qualify as an independent director, as determined by the Board in the exercise of its business judgment. The Board designates one of the members as the Chair of the Committee. The Chair of the Committee has responsibility for overseeing that the Committee fulfills its mandate and duties effectively. The Chair of the Committee also presides at meetings of the Committee and is responsible for the leadership of the Committee, including scheduling meetings, approving agendas and making regular reports to the Board.

The Board Chair is an ex-officio member of the Committee.

FBCL Portfolio

Prior to February 1 2015, as the parent Crown, FBCL managed activities throughout the Corporation in support of all its locations. FBCL assumed a major coordinating role in finance, strategic planning and reporting, communications, human relations, bridge management and the setting of corporate policy. It focused on improving communications and transparency both internally and with external stakeholders by identifying core messages to achieve greater consistency and by ensuring the timely flow of information for the benefit of all. The parent Crown was the sole link for its portfolio to TC and in response to requests from central agencies.

Subsidiary Boards, whose members were appointed by the FBCL Board, were also governed by the duties and responsibilities set out in the FAA. Each subsidiary Board was responsible for establishing the necessary board committees to ensure appropriate oversight of the corporation for which they were accountable. General Managers of each subsidiary reported directly to their respective subsidiary Board. Board of Directors of subsidiaries are accountable to the FBCL Board.

The relationship of the FBCL Board with its subsidiary Boards balanced the legal reality that the parent company and its subsidiaries were distinct legal entities with the need to ensure compliance and strategic alignment of these entities with corporate objectives. Strategic directions were set for all of FBCL through its mandate, government policies, approvals and specific communications from the Minister. The FBCL Board issued annual letters of expectations to the Chairs of the subsidiary Boards to outline their expected roles and responsibilities in line with these strategic directions. The letter served as an agreement between the FBCL Board and each location on the corporate mandate, including high-level performance expectations, public policy issues and strategic priorities. Aligning its strategic direction led to representation on the international bridges’ Board of Directors including members of FBCL senior management. Progress reports were intended to inform the FBCL Board of the organizations performance in attaining corporate objectives.

In addition to its role as the parent Crown, FBCL participated in the annual inspection studies undertaken by consultants hired by the international bridge operators. FBCL also had major capital project responsibilities at the international crossings.

Corporate Amalgamation

As of February 1, 2015, The Federal Bridge Corporation Limited (FBCL) has amalgamated with one of its subsidiaries, the Saint Mary’s River Bridge Company (SMRBC), and subsequently, with another Crown corporation, the Blue Water Bridge Authority (BWBA).

These changes aim to:

  • enhance the efficiency of international bridge operations;
  • build on other initiatives such as modernizing Canada Border Services Agency facilities located at the international bridges in Sault Ste. Marie, Cornwall, Thousand Islands (Lansdowne) and Point Edward; and,
  • provide a portfolio approach to international bridge operations and oversight enabling it to apply consistent policies and procedures across all its bridges, streamline reporting, and ensure consistency in service levels and security protocols.

The amalgamation with FBCL’s remaining subsidiary, The Seaway International Bridge Corporation (SIBC) is expected to occur at a later date.