Board of Directors – Call for Nominations
Individual Board Director Position
Individual Directors of Canada Artistic Swimming (CAS) are expected to attend all regular Board and applicable Board Committee meetings in person. In addition to those meetings scheduled to be held by telephone conference call, it is acceptable for an individual Director, on occasion and in appropriate circumstances, to attend a meeting by telephone or to miss a meeting.
Each individual Director of CAS shall contribute actively and collectively to the effective governance of CAS.
An individual Director of CAS will:
1. Consider and act in the best interests of CAS and its Members and not be representative of special interest groups or stakeholders.
2. Fulfill the duties of care and loyalty to CAS.
3. Contribute to fulfilling the duties and responsibilities outlined in the Board of Directors Terms of Reference, the Charter/Terms of Reference of the Committee(s) of which the Director is a Member, and this Position Description applicable to the individual Director.
4. Support CAS’s commitment to sustainable business practices.
5. Comply with CAS Conduct Policy and all other Policies.
6. Demonstrate credibility, integrity and high ethical standards in the individual Director’s business dealings and personal affairs
7. Understand the difference between governance responsibilities and day-to-day management, and function effectively in the governance role. Be available as a resource to management and the board, respect confidentiality, govern rather than manage.
8. Work effectively and constructively with other Directors and Management.
9. Have sufficient time and energy to devote to fulfill the individual Director’s duties and responsibilities.
10. Consult with the Chair of the Board in considering an appointment as a director to any other entity.
11. Prepare for, attend, and contribute knowledgeably and effectively to meetings of the Board and the Committee(s) of which the individual Director is a member. Directors who cannot attend a meeting will make all reasonable efforts to provide their input to the Chair prior to the meeting and indicate whether they agree or disagree with any actions proposed to be taken.
12. Listen carefully and ask appropriate questions of Management to encourage discussion of key issues and fulfill the individual Director’s duties and responsibilities.
13. Participate in an annual assessment by the Nominating or Governance Committee of individual Director independence.
14. Aside from the requirements in the foregoing item, be independent-minded within the boardroom in addressing any and all: business and governance issues; related-party transactions;
transactions or agreements that CAS is considering in respect of which a director or executive officer has a material interest; and, be sensitive to any conflicts of interest whether real or perceived. Where conflict cannot be avoided, declare the conflict and remove themselves from all discussion and voting on the related issue. A conflicted Director may, with the unanimous consent of the unconflicted Directors, be invited to present information on the matter under discussion and/or respond to related questions
but shall not be present for the discussion or vote.
15. Advise the Chair of the Nominating or Governance Committee of any changes in factors that could affect the independence or effectiveness of the individual Director.
16. Advise the Chair of the Nominating or Governance Committee of any material change in employment or health status.
17. Within a reasonable time following appointment, participate in CAS’s Director Orientation program.
18. Maintain or enhance the competencies and skills the individual Director is expected to bring to the Board of Directors.
19. Apply those competencies and skills effectively to the strategic issues facing CAS.
20. Participate in continuing education opportunities to maintain or enhance skills and abilities, and ensure that the individual Director’s knowledge and understanding of CAS’s business and risks
21. Participate in an annual performance assessment by the Governance Committee of the Board of Directors, Board Committees, and the other individual Directors given the Position Description
applicable to the individual Director, as well as the competencies and skills the individual Director is expected to bring to the Board.
22. Carry out any other appropriate duties and responsibilities assigned by the Board of Directors or a Board Committee of which the individual Director is a member.
23. To honor the spirit and intent of applicable law as it evolves, the authority to make minor technical amendments to this Position Description is delegated to the Corporate Secretary, who will
report any amendments to the Governance Committee at its next meeting.
24. Once or more annually, as the Governance Committee decides, this Position Description will be fully evaluated and updates recommended to the Board for consideration.