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Board of directors
Board of Directors
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Ian White, President and CEO Ian began his term as president and chief executive officer on March 31, 2008. He came to the CWB from Brisbane, Australia, where he served as CEO and managing director of Queensland Sugar Ltd. for eight years. Queensland Sugar markets all of the raw sugar produced in Australia for export. Ian has extensive experience as a senior executive including several years in Canada as CEO of AgPro Grain, and as Executive Vice-President of Elders Grain. He holds a Bachelor of Economics (Hon.) from Sydney University. |
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Bruce Johnson, Chair Bruce has worked in the grain industry for more than 25 years. He has held senior positions in both privately-held and cooperative grain companies and has served on several boards. Bruce has provided consulting services to a broad range of clients in transportation, food and agriculture, and government. He holds a bachelor of arts degree from the University of Manitoba and currently resides in Regina. |
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David Carefoot A resident of Oakbank, Manitoba, David Carefoot has a strong background in agribusiness. He has served as Chief Financial Officer for Viterra Inc., and spent six years with Agricore United, where he held the positions of Chief Financial Officer, Vice-President, Corporate Finance and Investor Relations and Director of Finance. Mr. Carefoot also worked in senior financial positions with United Grain Growers Ltd., and has held a series of positions with Price Waterhouse, Chartered Accountants. Mr. Carefoot holds a Bachelor’s degree in Commerce from the University of Manitoba, and is a member of the Canadian Institute of Chartered Accountants and Manitoba Institute of Chartered Accountants as well as the Canadian Institute of Chartered Business Valuators. |
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Glen Findlay Glen and his wife Kay, along with their family, operate a 5,000-acre, 300-head beef farm at Shoal Lake, MB. Glen holds bachelor’s and master’s degrees in animal nutrition from the University of Manitoba and a Ph.D. in nutritional biochemistry from the University of Illinois. He has served as a post-doctoral fellow at the National Research Council in Ottawa and as a professor in the Faculty of Agriculture at the University of Manitoba. He was a member of the Manitoba Legislative Assembly for 13 years, where he served as minister of agriculture, minister of highways and transportation and minister responsible for telecommunications. While a minister, he was involved in numerous international trade missions. He also served as a member of the Canadian Transportation Act Review Panel and has been an Agricore United delegate. He has been active in several farm organizations and community sports, and currently serves on the Barley Advisory Committee of the Western Grains Research Foundation. |
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Ken Motiuk Ken has extensive experience in agri-business and owns and operates grain and livestock operations near Mundare, Alberta. He holds a bachelor of science in agricultural economics from the University of Alberta. Ken currently serves as a director of the Alberta Credit Union Deposit Guarantee Corporation, a member of the Fiscal and Regulatory Committee of the Alberta Economic Development Authority, and a member of the Institute of Corporate Directors. |
Code of Ethics
I. PURPOSE AND OBJECTIVE
A. The purpose of this document is to establish standards of conduct expected and required of all Directors of the Canadian Wheat Board (CWB). The objective is to enable the CWB to effectively achieve its mission by maintaining a reputation for the highest standard of public trust and confidence in serving western Canadian wheat and barley farmers and other producers as appropriate, its customers' and the public's interests.
B. The following standards are not intended to be exhaustive and if questions arise, they should be settled in accordance with the general principles in this document, through consultation with the Board Chair, the Governance and Management Resources Committee (GMRC), the Corporate Secretary or through the exercise of sound business and ethical judgment.
C. The standards consist of principles, duties, ethical and conflict of interest standards, and requirements for implementation. All of these elements are of equal importance.
II. PRINCIPLES
A. The CWB is committed to engaging in relationships with western Canadian wheat and barley farmers, the public, with the business community, with their employees and among themselves in an environment which:
(i) provides service to western Canadian wheat and barley farmers and customers that is courteous, professional, equitable, efficient, and effective;
(ii) is sensitive and responsive to the changing needs, expectations and rights of a diverse public;
(iii) values and respects multiculturalism and cultivates understanding and mutual acceptance of cultural diversity among all customers, suppliers, employees and stakeholders; is free from favoritism, fear, coercion, discrimination or
harassment;
(iv) promotes a safe and healthy workplace; and
(v) operates in an environmentally responsible manner that complies with applicable environmental legislation and government policy.
B. Directors must act in the best interests of the Corporation
C. The mission of the CWB is to maximize returns to Western Canadian wheat and barley farmers.
D. The views and concerns of western Canadian wheat and barley farmers are an important element in Board decision-making and each director has a responsibility to ensure those views and concerns are brought forward to the entire Board.
III. DUTIES
Duties for corporate directors emanate from common law obligations and the provisions of the statute or instrument under which the company is incorporated. The following duties are applicable to directors and are in addition to any enactment or rule of law or equity relating to the duties of directors:
A. Duty of loyalty
Directors must act honestly, in good faith, and in the best interests of the Corporation. The key elements of this standard of behaviour are:
(i) A director must act in the best interests of the CWB and not in his or her self-interest. Acting in the best interests of the CWB includes ensuring that the views and concerns of western Canadian wheat and barley farmers are brought forward to the entire Board.
(ii) A director must avoid situations where the director could profit at the expense of the CWB, appropriate a business opportunity of the corporation, or otherwise put him/herself in a position of conflict between their own private interests and the best interests of the corporation;
(iii) A director must disclose to the Board any personal interests which he/she holds that may conflict with the interests of the CWB;
(iv) A director must maintain the confidentiality of information received by them in their capacity as directors. The policy regarding confidentiality is outlined in the Communications Policy.
(v) A director must adhere to the policies and By-Laws adopted by the Board, which govern board and directors conduct. (e.g. the Communications Policy)
B. Duty of care
Directors owe a duty of care to the CWB and must exercise the degree of skill and diligence reasonably expected from an ordinary person of his or her knowledge and experience. This means:
(i) The standard of behavior expected of a director will depend upon the particular qualities or characteristics that the director brings to CWB in relation to the particular matters under consideration.
(ii) The director must be proactive in the performance of his or her duties by:
(a) attending meetings;
(b) participating in a meaningful way;
(c) being vigilant to ensure CWB is being properly managed and is complying with laws affecting the CWB; and
(d) Ensuring their activities and actions do not undermine the reputation or integrity of the Corporation.
(e) Engaging in activities that demonstrate the accountability of the CWB and the director to all Western Canadian wheat and barley farmers.
(iii) In fulfilling their duty of care, directors have a responsibility to the CWB to ensure that systems are in place to provide directors with the information they need to make informed decisions.
C. Duty to disclose
A director has a duty to disclose any conflict of interest to the Board Chair, the GMRC, or Corporate Secretary. The duty of loyalty requires directors:
(i) to avoid situations that place them in a conflict of interest or perceived conflict of interest; and
(ii) to disclose their private interests in properties or transactions in which the corporation is involved, or proposes to be involved.
D. Other duties
Federal and provincial legislation extends liability to directors for various actions or omissions (e.g. environmental protection legislation). Directors should familiarize themselves with the relevant legislation applicable to the CWB and should satisfy themselves that appropriate safeguards are in place to ensure the corporation's compliance with that legislation.
IV. ETHICAL AND CONFLICT OF INTEREST STANDARDS
In fulfilling the above principles and duties, the following represents minimum ethical and conflict of interest standards.
A. Directors must perform their responsibilities in a manner that avoids any real or apparent conflict of interest between their private interests and the interests of the CWB.
B. A director has a conflict of interest when the director exercises an official power or performs an official duty or function and at the same time knows that in the performance of the duty or function or in the exercise of the power, there is the opportunity to further his or her private interest.
C. An apparent conflict of interest exists when there is a reasonable perception, which a reasonably well informed person could have, that a director's ability to exercise an official power or perform an official duty or function was or will be affected by the director's private interest.
D. Directors should consult with the Board Chair, the GMRC, or Corporate Secretary if in doubt about whether a real or apparent conflict exists. In addition to a director's duty to avoid any real or apparent conflict of interest, directors must also exercise due diligence in avoiding potential conflicts of interest in the future. Upon appointment or election, directors must consider, in consultation with the Board Chair, the GMRC, or Corporate Secretary, whether arrangements (e.g. blind trust, divestiture) for his or her private interests and financial affairs are necessary to prevent a conflict of interest or the perception of conflict of interest from arising.
E. The following provides some specific guidance in areas where conflicts of interest or other ethical issues may arise. This does not represent an exhaustive list of all potential conflict of interest or ethical issues:
(i) Furthering of Private Interests
If a director is directly or indirectly interested in a proposed contract or transaction with the CWB or if the director has discretionary, decision-making power which could bring about financial benefit to the director due to their financial holdings or business and property interests, there is potential for a conflict of interest.
In these instances, appropriate actions should be taken, and, at a minimum, these holdings and interests should be disclosed. The activity or transaction should only continue if the Board Chair or the Board determines that there is a compelling reason for the activity or transaction to continue.
A director must not engage in such contracts or transactions where this activity may be detrimental to the CWB or where the activity is in substantial conflict with the proper discharge of the director's duties to the corporation.
Directors cannot divert to themselves, their spouses , their minor children or a private corporation controlled by any of these individuals, a maturing business opportunity which the CWB is pursuing.
(ii) Corporate Information and Opportunities
A director must not engage in any financial transactions, contracts, or private arrangements for personal profit which accrue from or are based upon the director's official position or authority or upon confidential or non-public information that the director gains by reason of such position or authority.
Confidential information that directors receive through their office or employment must not be divulged to anyone other than persons who are authorized to receive the information. A director must not use information that is gained due to his or her position or authority, which is not available to the general public, in order to further the director's private interest. Directors must also not offer such information to spouses, associates, immediate family, friends, or persons with whom the director is connected by frequent or close association.
(iii) Preferential Treatment
Directors must not act in their official role to assist organizations or persons in their dealings with the CWB if this may result in preferential treatment to that organization or person.
(iv) Corporate Property
Directors must not use corporate property to pursue their private interests or the interests of their spouse, their minor children or a private corporation controlled by any of these individuals. Corporate property includes real and tangible items such as land, buildings, furniture, fixtures, equipment, and vehicles and also includes intangible items such as data, computer systems, reports, information, proprietary rights, patents, trademarks, copyrights, logos, name, and reputation. The CWB may, through prior written approval, authorize a director to use corporate property where such use does not result in additional cost to the CWB, does not detract from a director's performance of duties to the CWB, and does not result in a material personal gain. A director requires the Board Chair, the GMRC, or Corporate Secretary's approval to purchase corporate property and such a purchase must be made under the same conditions available to the public.
(v) Gifts, Benefits and Entertainment
Directors must not solicit or accept benefits, entertainment or gifts in exchange for or as a condition of the exercise of their duties or as an inducement for performing an act associated with the director's duties or responsibilities with the CWB.
A director generally may accept gifts, hospitality or other benefits associated with their official duties and responsibilities if such gifts, hospitality or other benefits:
(a) are within the bounds of propriety, a normal expression of courtesy, or within the normal standards of hospitality;
(b) would not bring suspicion on the director's objectivity and impartiality; and
(c) would not compromise the integrity of the CWB.
An improper benefit should be returned to the person offering it as soon as practicable. If there is no opportunity to return an improper gift or benefit, or where the return may be perceived as offensive for cultural or other reasons, the gift must immediately be disclosed and turned over to the Board Chair or Corporate Secretary who will make a suitable disposition of the item.
(vi) Outside Activities
A director must not carry on a business, hold an office or directorship, or engage in an activity if these activities are likely to conflict with the director's duties and loyalty to the CWB or bring harm to the CWB. Directors must refrain from conduct which compromises or may be perceived to compromise their ability to carry out their duties in an impartial manner and must be mindful that the public may not distinguish between their role in the corporation and their role in outside activities.
It is recognized that some Directors come to the Board through producer elections and some through federal government appointment. All directors, however, continue to hold the same duties to the CWB, even when those duties conflict with the wishes of the federal government or the wishes of some producers. Directors must clearly understand that their primary duty is to act in the best interests of the CWB.
F. Post Service Restrictions
Directors, after they leave the CWB, are expected to refrain from taking improper advantage of their previous office. Directors must not allow prospects of outside employment to create a real or potential conflict of interest during their employment or appointment with the CWB. Directors must continue to observe their duties of confidentiality after they have left the employment or office of the CWB.
G. Public Comment
Directors have an obligation to make official public comment within the parameters established by the Board approved Communications Policy . All other comments are to be clearly identified as personal opinion and not official Public Comment or CWB Policy.
Every director is free to participate in partisan political activities. A director's political activities, however, must be clearly separated from activities related to his or her appointment.
If engaging in political activities, directors must remain impartial and retain the perception of impartiality in relation to their duties and responsibilities. Directors must not use corporate facilities, equipment, or resources in support of these activities. Partisan politics must not be introduced into the workplace in any way which creates undue or inappropriate influence on employees within the CWB, or persons or business enterprises with whom the CWB does business. The Board and individual directors will comply with the Political Donations Policy adopted by the Board.
(i) Working Relationships
Directors and individuals who are direct relatives or who permanently reside together may not be employed or hold office in situations where:
(a) a reporting relationship exists where a director has influence, input, or decision-making power over the relative or cohabitant's performance evaluation, salary, premiums, special permissions, conditions of work and similar matters; or
(b) the working relationship affords an opportunity for collusion between the two individuals that could have a detrimental effect on the CWB's interest.
This restriction may be waived if the Board Chair, the GMRC, or Corporate Secretary is satisfied that sufficient safeguards are in place to ensure that the CWB's interests are not compromised.
(ii) Allegations of Wrongdoing
Directors have a duty to report any activity which:
(a) they believe contravenes the law;
(b) represents a real or apparent conflict of interest, a breach of these standards, or a breach of the CWB's code of ethical conduct;
(c) represents a misuse of CWB funds or assets; or
(d) represents a danger to public health, safety, or the environment.
CWB will treat any reports of such wrongdoing in confidence unless disclosure of the information is authorized and permitted by law. Directors will not be subject to discipline or reprisals for bringing forward, in good faith, allegations of wrongdoing.
V. IMPLEMENTATION
A. Administration and Enforcement of the Code of Conduct and Conflict of Interest Guidelines
CWB has designated the Board Chair, the GMRC, and the Corporate Secretary as responsible for the administration and monitoring of these guidelines. The Board Chair, the GMRC, or Corporate Secretary has the responsibility to:
(i) act as a resource to provide central responsibility for administering these standards and the corporation's own code of ethical conduct;
(ii) provide advice to directors on conflicts of interest, including actions for avoiding a conflict of interest (See Appendix A on actions to avoid conflicts); and
(iii) monitor the degree of compliance with these guidelines.
The Board Chair, the GMRC, or Corporate Secretary will investigate breaches and enforcement of the Code of Conduct and Conflict of Interest Guidelines. The Board Chair, the GMRC, or Corporate Secretary will also develop an appeal or
review process regarding sanctions or penalties imposed on directors.
The Board Chair and Corporate Secretary will ensure directors receive appropriate guidance and training on ethical subjects, as well as the content and meaning of these Guidelines.
B. Reporting an Alleged Breach
(i) A director shall report an alleged breach of these guidelines to the Board Chair or a member of the GMRC in writing.
(ii) The Board Chair or GMRC member shall provide the written submission to the other members of the GMRC for review.
(iii) Depending on the seriousness of the alleged breach, the GMRC will review and discuss the alleged breach as soon as possible, but no later than the GMRC meeting immediately following the receipt of the written report; and
(iv) The GRMC must report the complaint to the Board and recommend an appropriate action within one month of having received the report of the alleged breach or by the next Board meeting, whichever is earlier.
C. Disclosure of Interests
The following outlines the procedures for disclosure of interests by directors:
(i) Verbal acknowledgment by each director that they understand and agree to comply with the Code of Conduct and Conflict of Interest Guidelines. This verbal acknowledgement will take place at any meeting at which the code is amended
or at the first meeting of any new director.
(ii) completion, upon appointment as a director, and annually thereafter, of a formal written disclosure of any interests that would create a conflict for the director, whether those interests pertain to the director, the director's
spouse, the director's minor children or a private corporation controlled by any of these individuals;
(iii) supplementary disclosures by directors when and if they have a material change in their circumstances which creates a conflict of interest or a potential for a conflict of interest;
(iv) directors must provide incident disclosure where a real or apparent conflict arises during the course of a meeting or in other instances where the conflict has not previously been realized or disclosed; and
(v) the Corporate Secretary will ensure the confidentiality of personal information provided by directors.
D. Review
The CWB's codes of ethical conduct and these standards will be reviewed annually by the Governance Committee to ensure these standards and codes maintain their effectiveness and credibility. Periodically, the Corporate Secretary will monitor how CWB is implementing and reviewing these standards.
E. Consequences/Sanctions for a Breach
In the event of a breach of these guidelines or a failure to remedy or disclose a conflict of interest, appropriate actions should reflect the nature, magnitude and seriousness of the breach. The Governance and Management Resources Committee will recommend an appropriate action for approval by the full Board.
The following are examples of consequences a director may face if found to be in breach of these guidelines:
(a) the director may be reprimanded;
(b) the director may be required to make full restitution to the CWB;
(c) the director may be offered the opportunity to resign his or her position with the CWB;
(d) the CWB may consider taking legal action against the director.
(e) the director may be suspended or removed from the Board, in accordance with any relevant By-Law; and
(f) Depending on the severity of the breach, any one or more of these consequences may apply.
As a general practice, successive breaches by a director will usually be treated as follows:
First breach – Director will receive a warning letter from the Governance and Management Resources Committee Chair and Board Chair.
Second breach – Director will be suspended for a specified period of time.
Third breach – Director will be terminated.
This is not an exhaustive list and does not preclude any other sanctions or courses of action that might be available to the Governor in Council or CWB Board.
F. Director Commitment
The CWB is determined to behave, and to be perceived, as an ethical Corporation.
(i) Each director must adhere to the standards described in this Code of Conduct and Conflict of Interest Guidelines, and to the standards set out in applicable policies, guidelines or legislation.
(ii) To demonstrate our determination and commitment, the CWB asks each director to review the Code periodically throughout the year.
(iii) Integrity, honesty, and trust are essential elements of our business success. Any director who knows or suspects the existence of a conflict of interest or director and employee harassment situation, or a fraud or theft from the
Corporation or a violation of this Code of Conduct or the corporate Code of Conduct, has a responsibility to report it to the Chair, Chair of the Governance Committee or President.
APPENDIX A
GUIDELINES ON PROCEDURES FOR ETHICAL CONDUCT
VI. INTRODUCTION
These guidelines are intended to assist CWB in the administration and implementation of the Code of Conduct and Conflict of Interest Guidelines.
VII. POSSIBLE ACTIONS FOR AVOIDING CONFLICTS
The following is a list of actions that may be taken to remedy or avoid a conflict of interest. Directors of CWB should be familiar with the range of actions that can be taken to remedy or avoid a conflict of interest. Not every remedy will be sufficient to respond to a conflict and directors should consult with the Board Chair or Corporate Secretary on appropriate actions. This is not an exhaustive list.
A. Disclosure of interests
A minimum first step in avoiding or responding to a conflict of interest is to disclose the interest. Financial assets or investments which are directly or indirectly connected to the content of a director's work should be disclosed. Other areas referenced in the standards where a conflict of interest may arise (e.g.; outside activities, gifts) should be disclosed to the Board Chair, the GMRC, or the Corporate Secretary.
B. Abstaining
A director who has reasonable grounds to believe that he or she has a conflict of interest in a matter may, if present at a meeting considering the matter:
(i) disclose the general nature of the conflict of interest; and
(ii) abstain from voting on the matter.
C. Recusal
Recusal is not the same as abstaining where the director will not vote but may have participated in discussions on a matter. Recusal means that a director does not participate in deliberations or debates, make recommendations, give advice, consider findings, or in any other way assume responsibility for or participate in the work or decision- making relating to the matter where there is potential conflict of interest.
D. Approval
Where a conflict has been disclosed by the director but there is a compelling case for the director to continue, despite the conflict, the director may continue by obtaining the written approval of the Board Chair or the Board or the Corporate Secretary.
E. Resignation of other office
Where a conflict of interest exists concerning an director's appointment, office or position with another organization, the conflict may be removed if the director resigns from the other office or position or from the CWB.
F. Divestiture
Where a director owns or has a substantial interest in real or personal assets and ownership of those assets presents a conflict of interest, the conflict may be removed by divesting the assets, or selling them to a third party. Divestiture is most appropriate before holding a position or becoming involved with a business activity where a conflict may be created. Divestiture as a remedy will be inappropriate if, for example, a gain, profit, reward, change in value, or benefit has already been realized and, in such instances, other remedies such as a blind trust or a management agreement may need to be considered.
G. Blind Trust or Management Agreement
Where a director has significant assets that are likely to place him or her in a conflict of interest then the director may consider entrusting those assets to an independent trustee for management. The trust or management agreement should have the following characteristics:
(i) the provisions of the trust should be approved by the Corporate Secretary;
(ii) the trustees must be persons who are at arm's length with the director and approved by the Corporate Secretary;
(iii) the director does not control any of the management decisions affecting the trust assets; and
(iv) the trust may allow the trustee to provide the director with a written report on the value of the assets, but not the nature of the assets.
H. Confidentiality or Post-Service Agreements
CWB may employ confidentiality agreements with directors to govern the use of confidential information after the director ceases to serve the CWB. Factors which will be considered in determining whether such an agreement is implemented:
(i) are the importance of the confidential information held or accessible to the director in the course of performing his or her duties to the CWB, and
(ii) the degree to which an outside group or entity could gain a commercial advantage or cause loss or damage to the CWB by hiring the individual.
I. Return
An improper gift or benefit should be returned to the person offering it as soon as practicable. If there is no opportunity to return an improper gift or benefit or where the return may be perceived as offensive for cultural or other reasons, the gift or benefit must immediately be disclosed and turned over to the Board Chair or Corporate Secretary who will make a suitable disposition of the item.
