Board of Directors Charter

1. Purpose

The Workplace Safety and Insurance Board (WSIB) Board of Directors (BOD) is constituted to exercise the powers and perform the duties of the WSIB under the Workplace Safety and Insurance Act, 1997 (WSIA). The BOD is accountable to the Government of Ontario through the Chair of the WSIB BOD (Chair) and the Minister of Labour, Immigration, Training and Skills Development (Minister) through the Chair for:

• high-level oversight of the WSIB
• governance of the WSIB
• approving the objectives and strategic direction for the WSIB 
• carrying out the roles and responsibilities assigned to it under the WSIA, applicable Treasury Board/Management Board of Cabinet directives, and the Memorandum of Understanding (MOU) with the Minister

2. Scope

This charter describes the authority and responsibilities of the BOD and applies to all of its members and external advisors.

In the event an inconsistency is found between this charter, and any applicable statute or regulation (e.g. the WSIA), any Government of Ontario directive or the MOU, the statute, regulation, directive or MOU, as applicable, will govern.

3. Authority

The BOD is constituted to govern the WSIB and to exercise the powers and perform the duties of the WSIB under the WSIA and assigned to it under any other pertinent act. Subject to the WSIA, the WSIB has the powers of a natural person.

The BOD has the authority to engage independent counsel and other advisors as it determines necessary or desirable to carry out its duties and to set and pay the compensation for them.

In performing its functions, the BOD is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors.

4. BOD committees

To assist it in exercising its responsibilities, the BOD has established four standing committees of the BOD:

(i)  the Audit and Finance Committee;
(ii)  the Governance Committee;
(iii)  the Service Excellence Committee; and
(v)  the Investment Committee.

Each BOD committee will have a written charter. At a minimum, each charter will clearly establish the BOD committee’s purpose, scope, authority, composition, operations and responsibilities. 

The Governance Committee is responsible for reviewing the structure and charters of all BOD committees annually, and makes a recommendation to the BOD regarding changes to same. The BOD is responsible for the annual review of the BOD committee charters, and appointing Directors to each of the BOD committees, in accordance with the charter for each BOD committee and the Corporate Governance Policy. 

The BOD shall by resolution specify which member of a BOD committee is the Committee Chair.  

5. External Advisors

To achieve the purpose of a BOD committee or to augment the skills and competencies available to the BOD committees, external advisors may be appointed in accordance with the Corporate Governance Policy.

6. Access to the BOD

The Vice President and Chief Actuary, the Chief Strategy and Risk Officer, the Chief Legal Officer, the Internal Auditor, External Auditor, the Auditor General of Ontario or a representative, and the Corporate Secretary shall have unrestricted access to the BOD, either directly, or through the committees as detailed in the individual Committee Charters.

7. Composition, skills and competencies

7.1 Composition

The BOD is composed of the Chair, the President and Chief Executive Officer (CEO), plus a minimum of seven and a maximum of nine independent members. The positions of Chair and President must be held by different persons. All BOD members are appointed by the Lieutenant Governor in Council.

7.2 Skills and competencies 

A matrix of skills and competencies of current members of the BOD is maintained by the Governance Committee. The BOD’s regular assessments consider the available skills of current members of the BOD against those required to support the WSIB’s multi-year strategic plan. Gaps in the BOD’s skills and competencies are communicated by the Chair to the Minister to inform the appointment process for new members of the BOD.

8. Meetings

8.1. Frequency of meetings

The BOD shall meet at the call of the Chair, in accordance with the requirements of the WSIA.

8.2. Quorum

A majority of members of the BOD holding office constitutes a quorum, and a decision of a majority of the members constituting the quorum is the decision of the BOD. The BOD may act despite a vacancy in its membership.

8.3. Other

Additional information relating to meetings of the BOD is set out in the Corporate Governance Policy.

9. Responsibilities of the BOD

A key responsibility of the BOD is to satisfy itself that Management has identified and is taking appropriate steps to manage the financial, operational and strategic risks to which the WSIB is exposed. This is generally achieved through supporting the President and CEO, being prepared for meetings, asking questions, and enhancing executive decisions. 

9.1 Stewardship and strategic direction

The BOD directs and approves the multi-year strategic plan, the annual corporate business plan and budget to support the achievement of strategic objectives, and the delivery of programs and services.

9.2 WSIA committees

The BOD is responsible for monitoring WSIB’s service delivery and overseeing the Insurance Fund to ensure current and future benefits can be paid.

9.3 Performance monitoring

The BOD is responsible for monitoring the progress of programs, services and strategic objectives (including projects) and approving management reporting systems that include performance measures, targets and the weighting of measures. Progress against these measures and targets is reported regularly to the BOD. Annual progress is reported to the Legislative Assembly through the WSIB’s Annual Report.

9.4 Risk management and internal controls

The BOD is responsible for ensuring that the WSIB has an appropriate risk management and internal control framework to support the provision of ongoing programs and services, the achievement of strategic objectives in alignment with the enterprise risk appetite, and the integrity of WSIB’s accounting and financial reporting. The BOD is responsible for complying with Government directives as they relate to risk-based management and accountability. The BOD is also responsible for annually approving the Enterprise Risk Management Strategy and Corporate Risk Management Policy and receiving the Certificate of Attestation between the BOD Chair and the Minister.

9.5 Pension plan

The BOD is a Joint Sponsor of the WSIB Employees’ Pension Plan (EPP) with the Ontario Compensation Employees’ Union (OCEU). The BOD is the Plan Sponsor and administrator of the WSIB Employees’ Supplementary Pension Plan (ESPP). As a Joint Sponsor of the EPP, the BOD makes decisions jointly with OCEU in matters relating to the governance, funding, design and administration of the EPP. As the sole Plan Sponsor and Administrator of the ESPP, the BOD makes employer-related administration decisions in all matters relating to the ESPP. To support the BOD in the fulfillment of these obligations, the BOD shall receive, as required, presentations/information on key items with respect to these obligations.

9.6 Audit and finance

The BOD is responsible for the integrity of the WSIB’s financial reporting process and statements, the effectiveness of internal controls, the performance of actuarial functions, matters relating to the internal and external auditing functions and compliance with certain laws, regulations and policies.  The BOD has established the Audit and Finance Committee to assist it with these responsibilities. The BOD reviews and approves the annual financial statements issued by the WSIB and the annual financial statements and actuarial valuations of the insurance fund, and the ESPP.

9.7 Governance

The BOD is responsible for the governance of the WSIB and its stewardship role with respect to the management of the WSIB including enhancing performance.  The BOD has established the Governance Committee to assist it with these responsibilities. The BOD reviews and approves the Corporate Governance Policy, the corporate by-law(s), the Statutory Delegation of Powers and Duties, the annual Risk and Compliance Reports and the Ethics Framework.

9.8 Health and safety

The BOD is responsible for providing strategic direction and oversight with respect to the WSIB’s legislated mandate to promote health and safety. The BOD has established the Service Excellence Committee to assist it with these responsibilities.

9.9 Human resources and compensation

The BOD is responsible for overseeing the WSIB’s human resources (HR) function. The BOD approves caps on remuneration for designated executive positions within the WSIB. The BOD has established the Governance Committee to assist it with these responsibilities. The BOD reviews and approves ratification of collective agreements.

9.10 Investments

The BOD is responsible for setting investment policies and overseeing the investments of the Insurance and Loss of Retirement Income Funds. The BOD has established the Investment Committee to assist it with these responsibilities. The BOD reviews and approves the Statements of Investment Policies and Procedures (SIPPs).

9.11 BOD orientation and continuing education

The WSIB is committed to ensuring that new members of the BOD receive appropriate orientation. In recognition of the importance of ongoing development, the BOD is also responsible for maintaining a continuing education program consisting of training and education opportunities to supplement the skills of BOD members.

9.12 BOD-level assessments

The BOD is responsible for conducting regular assessments of its effectiveness as a whole, the effectiveness of the BOD committees, and the performance of all members individually, including the Chair and the President and CEO.  These assessments inform the BOD’s review of BOD committee mandates, BOD committee membership and education needs of members of the BOD.

10.  Roles of the BOD

10.1 Chair

The Chair is accountable to the Government of Ontario. This means they are directly accountable to the Minister for the performance of the WSIB in fulfilling its mandate. See Attachment 1 for position description details.

10.2 Vice Chair

The Chair may select a member of the BOD to serve as BOD Vice-Chair to act on the Chair’s behalf if the Chair is unable to attend a BOD and/or a BOD committee meeting.

10.3 Members of the BOD (Directors)

The BOD is accountable to the Government of Ontario/Minister through the Chair. See Attachment 2 for position description details.

10.4 President and CEO

The President and CEO is accountable to the BOD, through the Chair, for the management and administration of the WSIB in a manner consistent with the directions of the BOD. See Attachment 3 for position description details.

10.5 Committee Chair

The Committee Chair provides leadership and direction in carrying out the Committee’s responsibilities and duties. See the Corporate Governance Policy for position description details. 

10.6 Committee Vice-Chair

The Chair may select a member of the BOD to serve as Committee Vice-Chair to act on the Committee Chair’s behalf if the Committee Chair is unable to attend a BOD committee meeting.

11. BOD and BOD committee charters review

The charter of the BOD is reviewed annually together with the charters for BOD committees and these charters are posted on the WSIB’s website. The overall effectiveness of the BOD charter is assessed every three years to determine how it has contributed to WSIB enterprise governance.

Attachments

Attachment 1 – Position Description for the Chair

The Chair is the “Head” of the WSIB for the purposes of the Freedom of Information and Protection of Privacy Act, and has the following roles and responsibilities:

1. Promoting communication to and with the stakeholders of the WSIB.
2. Acting as the liaison between the BOD and WSIB management.
3. Ensuring that all members of the BOD are informed of their responsibilities under the Public Service of Ontario Act, 2006 (PSOA) and the WSIB’s Conflict of Interest Policy and are aware of their rights and obligations under the PSOA related to political activity and disclosure and investigation of wrongdoing.
4. Attesting to the Minister annually that the WSIB is compliant with legislation, directives, and accounting and financial policies.
5. Ensuring timely communications with the Minister about any issue relating to the WSIB that may affect the Minister in the exercise of their responsibilities.

Attachment 2 – Position Description for Directors

Directors are accountable to the Government of Ontario/Minister through the Chair, and have the following roles and responsibilities:

1. Acting in a financially responsible and accountable manner in exercising their powers and performing their duties.
2. Execution their statutory functions.
3. Setting the strategic direction and providing high-level oversight of the management of the WSIB’s operations. In this capacity, the BOD focuses on issues related to overall objectives, strategic direction, and major policy and program initiatives, rather than on issues related to the day-to-day management of the WSIB.
4. Monitoring management’s performance against measures.
5. Certifying annually their compliance with conflict of interest requirements.
6. Meeting the responsibilities under the PSOA and be aware of their rights and obligations under the PSOA related to political activity and disclosure and investigation of wrongdoing.

Attachment 3 – Role of the President and CEO

The President and CEO manages the day-to-day operations of the WSIB and has the following roles and responsibilities:

1. Providing guidance to staff.
2. Reporting to the BOD through the Chair about in-year performance.
3. Providing timely, accurate and relevant information including analysis, options, recommendations and context to enable the BOD to make informed decisions and to discharge its duties.
4. Attesting to the Chair on the WSIB’s compliance with applicable Treasury Board / Management Board of Cabinet directives.
5. Keeping the Chair and the BOD advised on issues or events that may concern them in the exercise of their respective responsibilities.
6. Maintaining a system for creating, collecting, maintaining and disposing of records, for retaining records of formal WSIB documents, for making such documents publicly available when appropriate, and for complying with the Freedom of Information and Protection of Privacy Act.