Initial Briefing
The Corporate Secretary shall brief and counsel new Directors on the Code and its interpretation.
Departure Briefing
The Corporate Secretary shall brief and counsel departing Directors on their post-directorship obligations.
Questions
During their tenure, Directors shall raise any questions relating to how this Code should be interpreted or applied with the Board Chairperson and the Corporate Secretary. A Director who is unsure of whether a situation violates this Code should discuss the situation with the Board Chairperson and the Corporate Secretary to prevent possible misunderstandings and embarrassment at a later date.
Decisions
Any decision on behalf of CATSA with respect to the application or interpretation of the Code will be made by the Board Chairperson. Where the matter relates to the Board Chairperson, the decision will be made by the Chairperson of the Audit Committee.
Depending on the matter at issue, appropriate guidance may be sought from internal or external subject matter experts, including, but not limited to:
- The Chairperson of the Governance, Human Resources and Pension Committee
- CATSA’s Corporate Secretary
- External advisors
- Office of the Conflict of Interest and Ethics Commissioner
- Treasury Board of Canada Secretariat
- Privy Council Office
Reviews and Amendments
The Governance, Human Resources and Pension Committee is responsible for the Code. It monitors how the Code is being applied, reviews the Code at least once every three (3) years and recommends to the Board any appropriate changes.