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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.
WSIB is committed to fostering a diverse and inclusive environment, recognizing that diversity broadens the Board’s perspectives, enhances its credibility, and enables it to make better decisions. We believe the rich diversity among the communities we serve should be reflected within our workforce. We have a responsibility to act and show leadership in advancing the principles of equity, diversity and inclusion in our community and the work that we do.
The Board recognizes that the most innovative and successful businesses, communities and economies are the most diverse. Having a board, management and staff that are composed of people with diverse skills, experience, backgrounds and perspectives can contribute to:
- A robust understanding of opportunities, issues and risks
- Inclusion of different concepts, ideas and relationships
- Enhanced decision-making and dialogue
- Heightened capacity for oversight of the organization and its governance
- Sustainability of the organization
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 Board of Directors has direct access to the President and Chief Executive Officer (CEO). The President and CEO may give permission for the Board of Directors to communicate with and/or work directly with a member of WSIB’s senior management or staff. WSIB management and staff report to the President and CEO and not the BOD. Individual Committee Charters detail some WSIB management and external positions that have direct and unrestricted access to the Committees, and the BOD through said Committee.
7. Composition, skills and competencies
7.1 Composition
The BOD is composed of the Chair, the President and 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 annual three-year budget to support the achievement of strategic objectives, and the delivery of programs and services.
The BOD receives quarterly updates on the WSIB’s progress against the strategic plan. The BOD also receives the WSIB’s annual impact report prior to public release.
9.2 WSIA responsibilities
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
The BOD is responsible for reviewing and approving Risk Appetite Statements, annually; ensuring an appropriate risk management framework is operating in a manner consistent with Government requirements; and approving decisions that may place the WSIB outside of approved risk appetite levels.
9.5 Internal controls
The BOD is responsible for reviewing and receiving updates 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, including receiving the Certificate of Attestation between the BOD Chair and the Minister.
9.6 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.
9.7 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 quarterly and annual financial statements issued by the WSIB, the annual financial statements and actuarial valuations of the insurance fund, the ESPP, and the annual premium rates for Schedule 1 Employers and funding decisions.
9.8 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 business plan, annual three-year budget, the Memorandum of Understanding with the Minister of Labour, Immigration, Training and Skills Development, , all Oversight Policies as listed in the Enterprise Policy Framework, the corporate by-law(s), the Statutory Delegation of Powers and Duties, the annual Risk Report, the Code of Business Ethics, and any amendments to the Funding and Pricing Policy.
9.9 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.
9.10 Human resources and compensation
The BOD is responsible for overseeing the WSIB’s human resources 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, and the Enterprise People Plan.
9.11 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).
9.12 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.
9.13 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 charters, 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.
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.
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.
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. The overall effectiveness of the BOD charter is assessed every three years to determine how it has contributed to WSIB enterprise governance.