Corporate Governance Policy

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) for:

High-level oversight
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.

The Corporate Governance Policy synthesizes the requirements for the WSIB’s BOD from various sources to ensure appropriate strategic direction and management oversight. In the event an inconsistency is found between this policy and any applicable statute or regulation (e.g. the WSIA), any Government of Ontario directive (e.g. the Agencies and Appointments Directive (AAD) or the Memorandum of Understanding (MOU) between the Minister and the Chair), the statute, regulation, directive or MOU, as applicable, will govern.

This Corporate Governance Policy (Policy) outlines the key functions of the BOD, how BOD committees and their charters are established, as well as how the BOD interacts with the Ministry, and WSIB management. This Policy provides a foundation to enhance the WSIB’s governance best practices and should be read in conjunction with the BOD and committee charters.

Purpose

The purpose of this Policy is to describe the WSIB’s BOD-level governance structure and outline the related roles, responsibilities, and accountabilities.

Application and Scope

This Policy applies to the WSIB, particularly members of the BOD and BOD committees as well as External Advisors.

Policy Statement

This Policy ensures that the WSIB has a strong BOD-level governance structure in place to carry out its legislated mandate effectively and comply with statutory and other obligations.

Definitions

Certain terms are defined throughout this Policy. In addition, the following terms have the following meanings:

BOD-level governance: structures and processes according to which the WSIB is directed and controlled and through which decisions are made

Chair: the Chair of the BOD

Vice Chair: a member of the BOD selected by the Chair to act on the Chair’s behalf if the Chair is unable to attend a BOD/BOD committee meeting

Committee Chair: a Chair of a BOD committee

Committee Vice Chair: a member of the BOD committee selected by the Committee Chair to act on the Chair’s behalf if the chair is unable to attend a BOD committee meeting

External Advisors: contract appointments to support the BOD committees

Requirements

1. Relationship between the Ministry of Labour, Immigration, Training and Skills Development and the WSIB

The WSIB is accountable to the Government of Ontario through the Minister.

1.1 Composition of the BOD

The BOD consists of the Chair, the President and CEO, and a minimum of seven and a maximum of nine members who are representative of workers, employers and such others as the Lieutenant Governor in Council considers appropriate.
All members of the BOD are appointed by the Lieutenant Governor in Council through an Order-in-Council. Taking into consideration the skills and competencies present and required by the BOD, as detailed in the matrix of skills and competencies maintained by the Governance Committee (GC), the Chair recommends appointments and reappointments of members of the BOD to the Minister.
Before appointing the President and CEO, the Minister is required to consult with the Chair and the other members of the BOD.

1.2 Responsibilities and accountabilities of the BOD

The AAD is applicable to the WSIB as a board-governed agency, and specifically to the BOD. The AAD, along with the WSIA, sets out the process that must be followed with respect to the MOU. Every five years the Chair and the Minister shall review the MOU. Following a review, the Minister may direct that the MOU be amended on such terms as the Minister directs. The MOU defines and clarifies responsibilities and accountabilities and establishes the necessary management and administrative practices to support those responsibilities and accountabilities. In the event that there is a new Minister or a new Chair, the AAD sets out the process that must be followed with respect to the MOU. The BOD, including the Chair and the President and CEO, is accountable to the Government of Ontario through the Minister for the achievement of its legislated mandate. Individual members of the BOD are accountable to the Chair. The Chair speaks to the Minister on behalf of the WSIB and its BOD; this includes keeping the Minister informed of issues or events that may concern the Minister in the exercise of the Minister’s responsibility.

2. BOD – Overview

The BOD is constituted to govern the WSIB and to exercise the powers and perform the duties of the WSIB under the WSIA¹ and in accordance with the WSIB’s legislated mandate. The BOD must act in a financially responsible and accountable manner in exercising its powers and performing its duties².

2.1 Roles and responsibilities³

The BOD oversees the management of the WSIB’s business affairs, sets overall priorities, and provides leadership to WSIB’s management team. In this role, the BOD focuses on issues related to overall objectives, strategic direction, and major policy and program initiatives rather than issues related to the day-to-day management of the WSIB.
The powers and duties of the BOD are detailed in sections 159 to 161 of the WSIA, including:
- confirms goals and objectives consistent with the WSIB’s legislated mandate and government policies
- validates compliance with government directives and policies
- establishes policies concerning the premiums payable by employers under the WSIB’s insurance plan
- makes regulations under the WSIA, subject to the approval of the Lieutenant Governor in Council
- conducts policy reviews pursuant to referrals from the Workplace Safety and Insurance Appeals Tribunal under s.126 of the WSIA.
The BOD may delegate a power or duty to a member of the BOD or an officer or employee of the WSIB. The BOD may impose conditions and limitations on the delegation. All delegations from the BOD must be made in writing.
The BOD oversees the WSIB’s approach to significant risks in accordance with the AAD and its Corporate Risk Management Policy.
The BOD is responsible for overseeing the financial affairs of the WSIB. This includes an obligation to oversee the management of the Insurance Fund and ensure that the Insurance Fund is maintained so that the amount of the Fund is sufficient to allow the WSIB to meet its obligations under the WSIA and O. Reg. 141/12, as provided in the Funding and Pricing Policy.
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.

¹Section 162(1) of the WSIA.
²Section 163(1) of the WSIA.
³The WSIA sets out powers and duties of the BOD. The roles, responsibilities, and duties outlined here are not intended to be an exhaustive list.

2.2 Duty and standard of care

In carrying out the roles and responsibilities of the WSIB, members of the BOD owe a fiduciary duty to the WSIB. Members of the BOD are required to act in a financially responsible and accountable manner in exercising their powers and performing their duties, and they are required to act honestly and in good faith with a view to the best interests of the WSIB. Members of the BOD are required to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

2.3 Conduct of BOD members

Members of the BOD and External Advisors must comply with this policy and the WSIB Ethics Framework including the WSIB Code of Business Ethics (COBE), WSIB Disclosure of Wrongdoing and Protection from Reprisal Policy, and WSIB Conflict of Interest Policy.
Each member of the BOD must maintain the confidentiality of all information and security of all documents obtained as a result of their position as a member of the BOD and must not divulge confidential information unless legally required to do so. WSIB materials should be retained or disposed of, in compliance with the Records Management Policy and retention schedule, as applicable. Each member of the BOD recognizes the Chair and the President and CEO as the principal spokespersons for the WSIB.

2.4 Remuneration for members of the BOD

Members of the BOD receive remuneration, benefits, and reimbursements for reasonable expenses in accordance with any applicable Orders-In-Council, Treasury Board/Management Board of Cabinet directives, and the WSIB’s Remuneration Guideline for BOD Members. BOD members are remunerated for their services as a member of the BOD, including their services as a member of any BOD committee.

3. WSIB BOD committees

3.1 Establishment of BOD committees

To meet its obligations to the Minister under the MOU and to facilitate the conduct of its business, the BOD has established a number of BOD committees including an Audit and Finance Committee, an Investment Committee (IC), a Governance Committee (GC), and a Service Excellence Committee.
The BOD may establish other BOD committees as needed for effective management, governance, and accountability. The establishment of BOD committees does not impact the originating decision-making authority of the BOD or the responsibilities of the members of the BOD.

3.2 Composition of BOD committees

Each BOD committee is composed of a minimum of three members of the BOD. The BOD appoints all BOD committee members and will fill vacancies on a BOD committee by appointment from among the members of the BOD or by appointing an External Advisor. The BOD shall, by resolution, and with the approval of the Chair, specify which member of a BOD committee is the Committee Chair or Vice Chair.
Any BOD committee member can be removed or replaced at any time by the BOD. When a person ceases to be a member of the BOD, they also cease to be a member of any BOD committee.
The Chair is a member of all BOD committees. The President and CEO is a member of the BOD and is a member of all BOD committees.
BOD committee charters specify the skills and competencies required, based on the purpose and deliverables of the committee. BOD committee members shall possess the requisite expertise and experience to provide insight and advice aligned to the charter of the BOD committee. If the charter of a BOD committee changes, the skills and competencies required for that BOD committee will be updated accordingly. The GC is responsible for maintaining a matrix of skills and competencies of current members of the BOD.

3.3 BOD committee charters

Each BOD committee has a charter that defines the responsibilities and functions of the BOD committee. BOD committee members may recommend changes to their BOD committee charter including items such as purpose, scope, skills and competencies, and responsibilities. The Committee Chair will discuss any proposed changes to the BOD committee charter with the Chair, and agreed suggestions will be submitted to the GC for review.
The GC shall review the structure and charters of all BOD committees annually and make a recommendation to the BOD regarding changes to same. BOD committee charters are reviewed and approved by the BOD annually and posted on the WSIB’s website.

3.4 Appointment of External Advisors

Committee Chairs, in consultation with the Chair, the President and CEO, and the relevant Chief, will identify any skill or competency gaps within a BOD committee. If any gaps are identified, the Chair will determine whether the gap can be filled by a current member of the BOD or whether an External Advisor is needed. In addition, BOD committees may recommend to the BOD that an External Advisor be engaged to assist the BOD committee.
On the recommendation of the Chair and the Committee Chair the procedure for the appointment of an External Advisor is outlined in Appendix A. The appointment of an External Advisor to a BOD committee is determined by the BOD. Unless otherwise specified, an External Advisor who is a member of a BOD committee has no voting rights but does have the same responsibilities as a member of the BOD serving on the BOD committee.
External Advisors will generally be limited to a term limit of two years with one possible re-appointment. In exceptional circumstances, and with the agreement of the Chair, an External Advisor may exceed this limitation.

3.5 Delegation of authorities by the BOD

In addition to responsibilities assigned to BOD committees in their charters, the BOD may decide to delegate in writing specific authorities, powers or duties to a BOD committee. Any such delegation shall not have an impact on the authority or the responsibilities of the members of the BOD.
No BOD committee has any decision-making authority other than to make recommendations to the BOD unless the BOD delegates in writing the authority to the BOD committee. Such delegations should include any relevant conditions and limitations, and will be recorded by the Corporate Secretary. Any tasks associated with the delegated authority will be included in the BOD committee’s charter and added to the BOD committee’s annual work plan.
The BOD is ultimately accountable for any decisions made pursuant to decision-making authority it has delegated.

3.6 Executive support to BOD committees

Committee Chairs may access additional executive support and/or information as required, through the Chair’s Office and the President and CEO’s Office. Officers and employees of the WSIB assigned to provide executive support to the BOD or a BOD committee will work with the Corporate Secretary’s Office (CSO) to ensure that BOD committee materials and action items are prepared and provided to the CSO for delivery to the BOD or BOD committee.

Role of the Chair, Vice-Chair, President and CEO, and Corporate Secretary

4.1 Role of the Chair

The Chair provides leadership and direction to the BOD in carrying out its responsibilities and duties. The Chair also fosters relationships among the members of the BOD and ensures that the BOD operates as a cohesive unit. With respect to decision-making by the BOD, the Chair encourages full participation, and facilitates consensus. In addition, the Chair shall:
- ensure the BOD and BOD committees work efficiently and allocate responsibility to individual members of the BOD
- create the best possible working conditions for members of the BOD and BOD committees, individually and collectively
- ensure that members of the BOD and BOD committees become acquainted with and improve their knowledge of the WSIB to the extent needed and expected for them to perform their duties
- ensure that the expertise and skill of each member of the BOD is used in the best possible manner to benefit the WSIB
- promote good and constructive relations among members of the BOD, members of the BOD committees, and members of executive management
- promote efficient communication to and with the stakeholders of the WSIB
- ensure compliance with the WSIB’s legislative and Treasury Board/Management Board of Cabinet policy obligations, and
- send a letter to the Minister attesting to the WSIB’s compliance with legislation, directives, and accounting and financial policies.
In the event that any issues arise regarding conflicts of interest, the Chair acts as the Ethics Executive for members of the BOD (except for the President and CEO), pursuant to the WSIB’s Conflict of Interest Policy.
The Chair acts as the liaison between the BOD and the WSIB’s management and provides leadership to the WSIB’s executives.
In addition to the powers and duties in the WSIA, the Chair shall have such other powers and perform such other duties as may from time to time be prescribed by resolution of the BOD, the MOU, mandate letters, and the AAD.

4.2 Appointment and role of the BOD Vice-Chair

The Chair may select a member of the BOD to serve as BOD Vice-Chair for a term approved by the BOD.
If the Chair is unable to attend a BOD and/or a BOD committee meeting, the BOD Vice-Chair shall act on the Chair’s behalf.

4.3 Role of Committee Chair

The Committee Chair provides leadership and direction in carrying out the Committee’s responsibilities and duties. The Committee Chair also fosters relationships among the members and ensures that the Committee operates as a cohesive unit. The Committee Chair encourages full participation, facilitates consensus, and ensures clarity. In addition, the Committee Chair shall:
- Lead and manage the Committee to ensure its effectiveness
- Ensure that members of the Committee are acquainted with their duties, and their knowledge of the WSIB is sufficient, to the extent needed and expected, for them to perform their duties
- Create the best possible working conditions for members of the Committee, individually and collectively
- Maintain communications with the Chair of the BOD, ensuring the Chair of the BOD is kept apprised of issues and concerns of the Committee
- Ensure that the expertise and skill of each member of the Committee is used in the best possible manner to benefit the WSIB, and
- Provide regular reports to the BOD on matters discussed at the Committee meetings.
4.4 Appointment and role of Committee Vice-Chair
- The Chair may select a member of the BOD to serve as Committee Vice-Chair for a term approved by the BOD.
- If the Committee Chair is unable to attend a BOD committee meeting, a Committee Vice-Chair shall act on the Committee Chair’s behalf.
4.5 Role of the President and CEO
- The President and CEO shall serve as Chief Executive Officer and shall exercise general supervision over the affairs of the WSIB. The President is responsible for:
  - providing leadership and vision to the WSIB’s executive management team and staff
  - establishing an organizational and management structure for the effective and efficient operation and administration of the WSIB’s business
  - establishing operational plans and activities to meet the goals, objectives, and strategic direction as approved by the BOD, and
  - advising the Chair of the requirements of applicable government directives, policies, guidelines, and procedures and ensuring that the WSIB meets the requirements outlined in the AAD. In addition, the President and CEO confirms compliance with these requirements to the Chair through the preparation and approval of the annual Agency Attestation Memo and related documentation. The CEO also reports to the Chair and the BOD all instances of actual, suspected or alleged fraud and ensures adequate documentation is available to support the confirmation to the Chair.
- 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 BOD’s direction and delegation.
- The President and CEO is required to ensure that the BOD is equipped to discharge its duties by providing timely, accurate, and relevant information. The President and CEO and the executive management team are responsible for providing the BOD and its committees with analyses and options, recommendations, and the necessary data and context to enable them to reach informed decisions.
- The President and CEO may appoint an executive officer to perform the President and CEO’s duties during the President and CEO’s absence. If the President and CEO fails to appoint someone, the Chair shall appoint an executive officer to act during the President and CEO’s absence or inability or refusal to act. This appointment shall be in effect no longer than until the next meeting of the BOD, at which time the BOD shall, if necessary, appoint an officer to act during the President and CEO’s absence or inability or refusal to act.
4.6 Role of the Corporate Secretary’s Office (CSO)
- The CSO shall give all notices required to be given to members of the BOD and members of BOD committees. The CSO shall retain written records of all proceedings of meetings of the BOD and BOD committees.
- The CSO shall ensure that the following are prepared and maintained at the WSIB’s head office: the by-law(s); minutes of meetings of the BOD and BOD committees; and a register of members of the BOD and former members, with the dates on which each became and ceased to be a BOD member. The CSO shall be the custodian of the seal of the WSIB.
5. Meetings of the BOD

5.1 Frequency of meetings

The BOD meets at the call of the Chair. The BOD shall hold regular meetings in accordance with the requirements of the WSIA. The Chair may convene additional meetings of the BOD when necessary.

5.2 Notice and place of meetings
- Meetings of the BOD and its committees are generally held in-person at the offices of the WSIB, but may be held at another venue in Ontario designated by the Chair. Where circumstances necessitate, meetings of the BOD may also be held in a fully virtual format (e.g. entirely by telephone or other electronic means).
- The Chair may fix a day or days in any month or months for the holding of regular meetings. A copy of a notice specifying the time and place for the holding of regular meetings of the BOD shall be sent by the Corporate Secretary to every member of the BOD at least two days before the first of such regular meetings and no other notice shall be required for any of such regular meetings.
- Notice of an adjourned meeting of the BOD is not required to be given if the time and place of the adjourned meeting is announced at a prior meeting. Meetings of the BOD may be held at any time without formal notice if all the BOD members are present or if all the BOD members who are not present waive notice or signify their consent to the meeting being held without formal notice.
- Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any BOD member either before or after such meeting. Attendance of a BOD member at a meeting of the BOD is a waiver of notice of the meeting, except where a BOD member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
5.3 Agenda
- The Chair is responsible for developing and setting the agenda for BOD meetings with the assistance of the President and CEO and the CSO. Appropriate materials will be provided to the BOD in advance of meetings, although the BOD recognizes that in certain cases this may not be possible. Materials presented to the BOD should be as concise as possible, while providing sufficient information for the members of the BOD to make an informed judgment.
- An annual BOD work plan drives the work plans of BOD committees and the agendas for BOD and BOD committee meetings.
5.4 Attendees
- The President and CEO, with the Chair’s approval, and the Chair may invite such officers and employees of the WSIB and External Advisors as they see fit from time to time to attend a meeting of the BOD and assist it in the discussion and consideration of matters relating to the BOD.
- Any member of the Board may attend any committee meeting, even if they do not serve on the committee.
5.5 Chairing meetings

The Chair shall organize, convene, and chair the meetings of the BOD. In their absence, the Vice-Chair shall chair the meeting. If both the Chair and the Vice-Chair will be absent, the Chair will decide who will chair the meeting.

5.6 Participation in meetings
- In principle, it is the expectation of the BOD that every BOD member attend all meetings of the BOD and each BOD committee on which they serve. Members of the BOD are encouraged to participate fully in discussions before a decision is made. Once a decision is made, members of the BOD will support it.
- A member of the BOD participating in a meeting by telephone or other electronic means is deemed to be present in person at that meeting for the purpose of the WSIA and this policy.
5.7 Voting, quorum, and vacancies
- All questions arising at any meeting of the BOD shall be decided by a majority of votes of those members attending. In case of an equality of votes, the chair of the meeting shall not have, in addition to their original vote, a second or casting vote. In the event of a tie vote, the motion is lost. Votes shall be recorded in the minutes by the CSO.
- The majority of the members of the BOD holding office constitute a quorum for the transaction of business at meetings of the BOD and a decision of a majority is the decision of the BOD. External Advisors are not considered when constituting a quorum.
- The BOD may act despite a vacancy in its membership. When a vacancy exists, a majority of the members of the BOD holding office continues to constitute a quorum. When a vacancy exists, BOD committees, where they constitute a quorum, may also continue to act.
5.8 Resolutions in writing
- A resolution in writing approved by a majority of the members of the BOD entitled to vote on that resolution at a meeting of the BOD is as valid as if it had been passed at a meeting of the BOD. To be valid, a BOD member’s approval must be recorded in writing.
- Where a member, or members, of the BOD are newly appointed and are therefore not adequately conversant with a matter, they may abstain from voting on a resolution in writing. Such abstention shall not be fatal to the resolution provided all other members of the BOD entitled to vote endorse the resolution.
5.9 In Camera sessions

At the end of each BOD meeting, the Chair and the members of the BOD will meet without any members of management or any other persons present except as deemed necessary by the Chair.

5.10 Meeting minutes
- The CSO shall prepare and retain minutes of the business transacted at the meetings of the BOD. The minute books shall be held by the Corporate Secretary (or their designate). Minutes are presented to the BOD/BOD committee for review and approval.
- Minutes shall (at a minimum) contain the names of members of the BOD present and absent as well as other participants; the agenda and a summary of the discussions and resolutions passed for each item; and a record of any recorded vote disagreeing or objecting to a resolution passed by the BOD.
5.11 Rules of order

The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the conduct of meetings of the BOD in all cases to which they are applicable, except in any cases where they are inconsistent with this policy or any by-law, resolution or other policy or charter the BOD may adopt or approve.

5.12 Consent items
- Decision items may be filed as consent items where the decision is routine and/or the materials provided to the BOD are self-explanatory and little additional content is needed in the form of presentations or discussion during a meeting. Information items may also be included in an agenda as consent items where the same criteria are met. Consent items can be grouped together and approved in one action, rather than through the filing of multiple motions.
- Items may be moved from the consent agenda to the regular agenda of the BOD at the request of any member of the BOD. If possible, requests should be made in advance of the BOD meeting to ensure the appropriate persons are present to speak to the item. Requests may also be made at the opening of the meeting, at which time the Chair shall provide members of the BOD with the opportunity to make such request. Any items so identified will be moved onto the regular agenda and handled in the same manner as any other information or decision item.
6. Meetings of BOD committees

The role of BOD committees is to support, not supersede, BOD responsibilities, and to facilitate deeper examination of issues than could reasonably be given by the full BOD, in consideration of the many items with which it must deal at any point in time. Many of the provisions of Section 5 of this policy will apply, with necessary modifications to BOD committees. Any notable exceptions where there are rules specific to BOD committees are outlined in this section.

6.1 Frequency of meetings
- The frequency of meetings held by the BOD committees shall be decided by the relevant BOD committee and outlined in each committee’s charter, subject to a minimum of three (3) meetings a year for all committees.
- Meetings of a BOD committee may be requested by any BOD committee member upon consultation with the Committee Chair and the Chair. Any requests or questions from BOD members require 24 hour notice.
6.2 Voting and quorum

For all BOD committees, the majority of members of the BOD committee shall constitute a quorum for the transaction of business at a meeting, and a decision of the majority is the decision of the BOD committee.

7. Assessment of the BOD
- The BOD conducts annual assessments of its effectiveness as a whole, the effectiveness of BOD committees, and the performance of the Chair and the President and CEO individually. The purpose of the assessment is to ensure that the BOD is effectively organized, and that its members bring the right balance of skills and experience, as well as to provide the BOD with the opportunity to identify areas of focus/development for the BOD and BOD committees.
- The BOD also conducts an annual assessment of the 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. Orientation and continuing education of members of the BOD

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. Indemnification for BOD members and External Advisors
- The WSIB indemnifies a member of the BOD, or a former member, to the extent permitted by law against any liability and all costs, charges, and expenses, including any amount paid to settle an action or satisfy a judgment that the BOD member actually and reasonably sustains or incurs in respect of any action or proceeding (including a civil, criminal, or administrative action or proceeding) that is proposed or commenced against him or her by reason of being or having been a member of the BOD, as long as the WSIB is given prompt written notice of any such action or proceeding and an opportunity to participate in or defend the same if the WSIB so elects.
- The indemnity does not apply in any claim, issue, or matter where:
  - the BOD member acted dishonestly or in bad faith, not considering the best interests of the WSIB;
  - the BOD member’s conduct is considered to be willful misconduct or gross negligence; or
  - in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the BOD member did not have reasonable grounds for believing that the conduct was lawful.
- The indemnity also extends to the BOD member’s heirs and legal representatives.
- Costs, charges, and expenses actually and reasonably sustained or incurred by the BOD member in defending an action or proceeding shall be paid by the WSIB, as incurred, in advance of the final disposition of such action or proceeding, provided that the WSIB first receives from the BOD member an undertaking that they will repay such amount if it is ultimately determined that the member is not entitled to be indemnified under this provision.
- All matters and questions arising regarding indemnification shall be determined:
  - by the Chair, or
  - where the Chair is involved in the matter, by the remaining members of the BOD who are not involved, or
  - where all members of the BOD are involved in the matter, by the Chief Legal Officer.
10. WSIB’s executive management – overview

10.1 BOD’s relationship with the executive officers
- The remuneration of all executive officers shall be determined by the President and CEO within ranges approved by the BOD on the recommendation of the GC and aligned with the requirements of applicable legislation and government direction.
- In case an executive officer is unable to fulfill their responsibilities, the President and CEO may, delegate the powers of such officer to any other executive officer or to any employee of the WSIB for the time being. Executive officers may be invited by the Chair or a Committee Chair to participate in BOD or BOD committee meetings.
10.2 BOD’s relationship with the WSIB’s executive management team and staff
- Under the WSIA, the BOD exercises all the powers and duties of the WSIB but may, in writing, delegate a power or duty to an individual member of the BOD or an officer or employee of the WSIB. While the BOD reserves overall supervisory and stewardship authority, it has delegated day-to-day operations and administration functions to the President and CEO, and the WSIB’s executive management team and staff.
- The President and CEO and their executive management team oversee and direct the day-to-day management of the WSIB, within the authority delegated to them by the BOD. The BOD and management have established a corporate vision and key corporate values that guide their approach to exercising their delegated authority and carrying out corporate initiatives.
- The President and CEO acts as the link between the BOD and the WSIB’s management. The President and CEO speaks to the BOD on behalf of the WSIB’s management and staff.
10.3 Team 1
- The Team One (T1) is composed of the President and CEO, and the Chiefs of each of the WSIB’s clusters.
- T1 regularly reviews and discusses the strategic direction, performance results, risks, and other developments that could impact WSIB’s strategic and business objectives and works to resolve substantial issues that are impacting performance.
- T1 reviews and recommends BOD and BOD committee submissions originating from management who ultimately report to the President and CEO.
Related Documents

This Policy takes into account the following legislation and documents, as applicable:
This Policy takes into account the following WSIB corporate policies, as applicable:
- Corporate Risk Management Policy
- Funding and Pricing Policy
- Travel, Meal and Hospitality Expense Policy

Appendix A: Appointment of an External Advisor to the BOD or BOD committee

From time to time, it may be determined that an External Advisor should be appointed to support the BOD committees to achieve their purpose and responsibilities.

The Chair in consultation with the Committee Chair, President and CEO, and the relevant Chief, will determine if an External Advisor is required to meet the skills and competencies of a Committee.

The procedures for the appointment or reappointment of an External Advisor are as follows:

The Chair, in consultation with the Committee Chair, the President and CEO, and the relevant Chief, defines the skills and competencies required to fill an identified gap.
The Chair and the Committee Chair identify qualified candidates who are willing and interested in serving as an External Advisor to the BOD committee.
The Chair and the Committee Chair develop a short list of at least three potential candidates.
An interview panel comprised of the Chair, Committee Chair and Chair of the Governance Committee interviews all candidates and makes a recommendation on the successful candidate(s).
The Chair and the Committee Chair discuss the terms and conditions of a possible appointment with the successful candidate, including remuneration.
If the candidate accepts the terms and conditions offered by the Chair advises the CSO of the pending appointment.
Upon agreement of the Chair and the Committee Chair, the Chair presents a motion to approve appointment of the External Advisor to the BOD.

Ideally, External Advisors are appointed when BOD committee charters are reviewed and recommended to the BOD; however, if the need for an External Advisor arises at any other time, the same procedures need to be followed.

The requirement for External Advisors will be reviewed annually and concurrently with the BOD annual skills and competencies assessment.

Corporate Governance Policy

On this page:

Background

Purpose

Application and Scope

Policy Statement

Definitions

Requirements

1. Relationship between the Ministry of Labour, Immigration, Training and Skills Development and the WSIB

2. BOD – Overview

3. WSIB BOD committees

Role of the Chair, Vice-Chair, President and CEO, and Corporate Secretary

5. Meetings of the BOD

6. Meetings of BOD committees

7. Assessment of the BOD

8. Orientation and continuing education of members of the BOD

9. Indemnification for BOD members and External Advisors

10. WSIB’s executive management – overview

Related Documents

Appendix A: Appointment of an External Advisor to the BOD or BOD committee