In addition to the responsibility and specific duties set out in the board mandate, a director of the Canadian Society of Corporate Secretaries (CSCS) has the oversight responsibility and specific duties described below.
Appointment A director will be a duly elected or appointed member of the board of directors (board) and will have the competencies and skills determined by the board. Each director will be nominated by the board for election by the members at the annual meeting each year.
Attendance
Directors are expected to attend board and any applicable committee meetings. Attendance will be disclosed annually in the member meeting materials.
Responsibility Each CSCS director contributes actively and collectively to the effective governance of CSCS.
Specific Duties A director will:
Duty, Ethics and Integrity
Consider and act in the best interests of CSCS and its members. Contribute to fulfilling the duties and responsibilities outlined in the board mandate Demonstrate credibility, integrity and high ethical standards in business dealings and personal affairs.
Contribution and Independence
Work effectively and constructively with other directors and the management service provider. Have sufficient time and energy to fulfil his or her director’s duties and responsibilities. Prepare for, attend and contribute knowledgeably and effectively to meetings of the board and any committee of which the director is a member. Listen carefully and ask appropriate questions of management to encourage discussion of key issues. B e independent-minded within the board room in dealing with: business and governance issues; related-party transactions; any transactions or agreements that CSCS is considering in respect of which a director has a material interest; and, any potential conflict of interest situations. Advise the board of any changes in factors that could impact the director’s effectiveness.
Skills, Competencies and Continuing Education
Maintain or enhance the competencies and skills the director is expected to bring to the board. Apply those competencies and skills effectively to strategic issues facing CSCS.
Performance
Participate in an annual assessment of personal performance and contribution and board performance and effectiveness.