13. At least eight members of the board of directors, including the chair, must qualify as independent directors in the opinion of the Government.
Board members qualify as independent directors if they have no direct or indirect relationships or interests, for example of a financial, commercial, professional or philanthropic nature, which are likely to interfere with the quality of their decisions as regards the interests of the Agency.
A board member
(1) who is in the employ of the Agency or has been in such employ in the three years preceding appointment to office,
(2) who is in the employ of the Government or a government agency or enterprise within the meaning of sections 4 and 5 of the Auditor General Act (chapter V-5.01), or
(3) whose immediate family member is a senior officer of the Agency
is deemed not to be an independent director.
The Government may adopt a policy concerning situations it intends to examine to determine if a board member qualifies as an independent director. The Government may specify the meaning it intends to assign to the expression “immediate family member”.
A board member appointed as an independent director must disclose in writing to the board and to the Minister any situation likely to affect the member’s status.
Section 13 comes into force on 8 December 2010 where it applies to the chair of the board of directors; otherwise, it comes into force on 1 April 2011; see 2010, c. 31, s. 202.