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Board Governance

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The Metrolinx Board of Directors includes up to 15 members appointed through Order in Council under the Metrolinx Act, 2006. Reflecting Metrolinx’s commitment to diversity, the Board includes seven women, as well as members from across the Greater Toronto Region and beyond, from many different cultural backgrounds and with expertise in a variety of industries. This diversity fosters an environment of innovation and creativity by facilitating diverse perspectives and insights.

The Metrolinx Board is responsible for setting Metrolinx’s strategic direction, identifying, managing and monitoring key risks, as well as providing oversight to operations. The Chair of the Board is accountable to the Minister of Transportation, through Metrolinx’s Memorandum of Understanding (“MOU”).

Board Committees

To provide an opportunity for a deeper dive on specific areas and enhance overall Board effectiveness and efficiency, the Board has established five committees, four of which are focused on specific topics.  These committees are described below.

Board members are appointed to each committee based on their interests and expertise, and on the advice of the Governance Committee. See attached Committees of the Board Membership Listing.

Audit, Finance and Risk Management

The Audit, Finance and Risk Management Committee assists with Board oversight of finance and financial reporting, internal controls, enterprise risk management and ethical and legal compliance. Committee members must be financially literate and keep abreast of trends and best practices in these areas.

Customer Experience

The Customer Experience Committee oversees customer strategies, initiatives and standards, including design excellence, service performance monitoring and other matters impacting the customer experience. The Metrolinx Customer Experience Committee, which includes customers from all Metrolinx service areas, reports in to this committee.

Human Resources and Compensation

The Human Resources and Compensation Committee reviews human resources strategies and principles, including compensation, employee business conduct and ethical behaviour.

Governance

The Metrolinx Governance Committee works to ensure that the right processes, structures and information necessary for effective Board oversight and direction are in place. This includes reviewing the mandate and composition of the Board standing committees and assessing their performance.

Executive Committee

The Metrolinx Executive Committee exercises the full authority of the Board for approving routine business matters and approvals that are above a certain financial threshold, such as routine construction tenders and consulting agreements over $20 million. This committee’s work allows the Board to focus on bigger-picture objectives by taking care of day-to-day business.

Key Governance Documents

In keeping with governance best practices the Board has established several key governance documents:

Board Charter

The Board Charter confirms the Board’s general stewardship function and defines its roles and responsibilities for operational and financial matters, management oversight and succession planning, and the evaluation of Board and committee effectiveness. The Charter reflects the Board’s responsibilities as set out in the Metrolinx Act, 2006 and the Memorandum of Understanding with the Minister of Transportation.

Code of Business Conduct and Ethical Behaviour for Directors

The Code of Business Conduct and Ethical Behaviour for Directors helps define the Board’s culture of integrity by describing the standards of conduct and ethical behaviour expected from Metrolinx’s Board members. The Code mirrors Metrolinx’s Employee Code of Business Conduct and Ethical Behaviour, and reinforces each Board member’s responsibilities under the Public Service of Ontario Act, 2006, drawing particular attention to the regulation of conflicts of interest, disclosure of wrongdoing, and confidentiality obligations.

Conflicts of Interest

Board Members must comply with Metrolinx’s Conflict of Interest policy, which incorporates the requirements of the Public Service of Ontario Act, 2006. This policy provides guidance on circumstances which may give rise to actual or potential conflicts, such as accepting gifts, and also regulates disclosure and management of conflict situations.

In addition, Board Members must comply with the standard of care set out in the Ontario Business Corporations Act, and incorporated by the Metrolinx Act, 2006. This standard requires that every director and officer act honestly and in good faith with a view to the best interest of the corporation when discharging their duties to the corporation.

To identify and manage actual or potential conflicts of interest, Board members are routinely canvassed for such issues, declared conflicts are recorded, and steps are taken to ensure that any actual or potential conflict is appropriate managed such as restricting access to relevant materials and excluding Board members from discussions relating to the issue.

 

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