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.
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.
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
In accordance with sound governance practices, the standing committee of the FBCL Board, the Audit Committee, ensures that all significant measures and initiatives are reviewed in detail in order to make recommendations to the full FBCL Board on the matters at hand. The current Committee is composed of three Directors, one of whom is appointed Chair of the Committee by the FBCL Board.
Given the recent appointments to the FBCL Board, all responsibilities related to matters of oversight in the areas of governance, board nominations and human resources are assumed by the FBCL Board.
The role of the Audit Committee is as mandated by section 148 of the FAA. The Audit Committee is responsible for advising the FBCL Board in matters of the oversight of financial statements to be included in the annual report of the corporation, any internal audit of the corporation pursuant to subsection 131(3) and the annual auditor’s report of the corporation referred to in subsection 132(1). The Audit Committee is also responsible to review and advise the FBCL Board with respect to a special examination, and its resulting plans and reports identified in sections 138 to 141 of the FAA. The Audit Committee performs other functions assigned to it by the FBCL Board and that are included the Audit Charter and by-laws of the corporation.
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.
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.