2018 Board of Directors

Director's Attendance

In 2018, there were four regularly scheduled board meetings, a two-day strategic planning session, and an Annual Public Meeting. The following table illustrates the number of meetings each director attended as compared to the number of meetings the particular director was eligible to attend during the 12 months that ended December 31, 2018. Some directors also attended meetings and interview sessions for new board member recruitment, a new director orientation session, Tech Talks, the Lieutenant Governor Safety Awards, and ride-alongs with Technical Safety BC safety officers.

Directors	Board Meetings (7 meetings)	Finance & Audit (4 meetings)	Governance & Human Resources (5 meetings)	Strategic Advisory Committee (7 meetings)	Total
George Abbott	7/7	3/4	4/5	4/4	18/20
Ian Banks	6/7	4/4	-	1/1	11/12
Karen Bazylewski	6/7	-	5/5	3/3	14/15
Jeremy Black	6/7	4/4	-	3/3	13/14
Neil Cumming	7/7	-	5/5	4/4	16/16
Brenda Eaton	6/7	-	-	3/4	9/11
Hugh Gordon	1/1	1/1	-	-	2/2
David Guscott	6/6	3/3	-	-	9/9
Geordie Henderson	7/7	-	2/2	-	9/9
Alison Narod	1/1	-	-	1/1	2/2
Nancy Olewiler	6/6	-	-	3/3	9/9
Douglas Scott	7/7	3/4	4/5	-	14/16
Gail Stephens	7/7	3/3	-	3/3	13/13

Board of Director Committees

Technical Safety BC’s independent board of directors provides oversight and ensures that we are safe, transparent, and collaborative in our practices. The 2018 work of the Board was supported by the Finance and Audit Committee; Government and Human Resources Committee; and the Strategic Advisory Committee.

Here we outline the major accomplishments of each committee over the past year, in accordance with their mandate.

Finance & Audit Committee

Provided oversight to management’s financial risk management policies and procedures, including the review of the Investment Policy, Investment Manager, and Asset Capitalization Policy.

Reviewed and approved the internal auditor’s annual audit plan, audit charter, and terms of reference and reviewed regular reports by internal auditors on the audits performed while monitoring management’s responses.

Reviewed the 2017 financial statements, notes to the financial statements, and Management Discussion and Analysis with management and the external auditors.

Reviewed and approved the external auditor’s plan to audit the 2018 annual financial statements.

Provided oversight to management’s internal financial controls framework.

Reviewed and approved the 2018 – 2019 insurance coverage and renewal.

Reviewed and approved fees for 2018 and 2019.

Reviewed Technical Safety BC’s investment portfolio and reserve requirements.

Reviewed directors’ fees and expenses for 2018.

Reviewed and evaluated the performance of the internal auditor.

Governance & Human Resources Committee

Acted as the Nominating Committee, recommending to the Board the appointment of two new board members (term commenced in April 2018) as well as the re-appointment of one board member for an additional three-year term.

Conducted the annual review of Technical Safety BC’s governance practices and made recommendations to the Board to enhance committee mandates, governance structure, and the board chair skills matrix.

Approved the audited corporate results for the 2017 variable incentive plan (for excluded employees).

Approved the 2018 variable incentive plan (for excluded employees) measures and targets.

Reviewed the annual conflict of interest declarations of directors and officers.

Provided oversight to the Board orientation process.

Reviewed and recommended performance plans, and evaluated the performance for the President and Chief Executive Officer and the Corporate Secretary.

Reviewed an external consultant’s report evaluating Board and individual/director performance including recommendations for process improvements to enhance board and board committee functioning.

Provided oversight, approved, and recommended to the Board the publication of enforcement actions and investigation findings and other regulatory actions, including identification of involved parties.

Reviewed and provided oversight on director, executive, and excluded employee compensation trends.

Strategic Advisory Committee

Guided the annual strategic planning process.

Reviewed and approved the 2017 State of Safety Report.

Reviewed corporate IT strategy, architecture, and roadmap development and progress.

Reviewed the Resource Allocation Program (RAP) expansion and enhancement.

Reviewed and recommended board approval of data sharing principles.

Received reports on technical risk registries and operational activities including education and enforcement.

Reviewed and approved fees for 2018 and 2019.

Reviewed Compliance and Enforcement program development and unpermitted work capture progress.

Engaged with technical advisory committee members.

Reviewed regulatory change plans and recommendations for amendment of legislation to the Province of British Columbia to update reference standards, improve the safety system, and evolve the governing legislation and regulations in accordance with Technical Safety BC’s 10-Year Strategy.

Directors' Compensation

The Governance and Human Resources Committee is responsible for making recommendations to the Board respecting director compensation. An independent review of Technical Safety BC’s director compensation practices against comparable organizations was conducted in 2018. Based on that review, the Board approved adjustments to the quantum of meeting fees and annual retainers payable to Board and Committee members. The adjustments are scheduled to become effective as at April 1, 2019.

Director compensation is set at such a level so as to:

affirm the directors’ responsibilities and the professional nature of the work that directors are expected to perform;
attract and retain qualified individuals to serve as directors;
partially compensate directors for their time and lost opportunity costs and be seen as “value received” for value given;
foster high levels of engagement and commitment to best in class governance;
recognize the different levels of time and responsibility associated with the Board Chair, Committee Chair and director positions;
recognize an element of public service; and
reflect Technical Safety BC’s values.

The following table shows director compensation as of April 1, 2018. Compensation remained the same as in April 1, 2017.

Fee	2018 ($)	2017 ($)
Annual retainer - Chair	42,200	42,200
Annual retainer – Committee Chair	17,900	17,900
Annual retainer – Directors	12,700	12,700
Board/Committee meetings fee	790	790
Maximum daily meeting fee	1,185	1,185
Teleconference of less than one hour	395	395

Directors' Retainer and Meeting Fees for 2018

The following table reflects the total retainers and meeting fees earned by directors in 2018 as compared to 2017.

Directors	Retainer ($)	Meeting Fees ($)	Total Retainer/ Fees 2018 ($)	Total Retainer/ Fees 2017 ($)
George Abbott (Board Chair)	42,200	15,010	57,210	56,665
Ian Banks (Committee Chair)	16,600	8,690	25,290	23,760
Karen Bazylewski	12,700	11,060	23,760	27,710
Jeremy Black	12,700	10,270	22,970	17,425
Neil Cumming	12,700	12,640	25,340	27,710
Brenda Eaton (Committee Chair)	17,900	7,110	25,010	26,590
Hugh Gordon	4,475	1,580	6,055	26,590
Geordie Henderson (Committee Chair)	17,900	9,480	27,380	30,030
Alison Narod	3,175	2,370	5,545	23,760
Charles (Doug) Scott	12,700	10,270	22,970	22,180
Gail Stephens	9,525	11,850	21,375	n/a
David Guscott	9,525	7,900	17,425	n/a
Nancy Olewiler	9,525	7,900	17,425	n/a
Totals	181,625	116,130	297,755	282,420