Board of Directors: Application of the Act to Outside Chairs and Members. Number 2 (Revised, 1998)

This advisory opinion is issued by the registrar under the authority of subsection 10(1) of the Lobbyists Registration Act (hereafter “the Act”). The purpose of this opinion is to provide guidance on the application of the Act.

This advisory opinion supersedes any previous opinions issued on the topic of outside directors.

While the role of a chair or a member of a Board of Directors is generally to oversee the operations of a company or a non-profit organization, these duties can sometimes involve communications with federal public office holders in an attempt to influence government decisions.

If the chair or member of the Board is an outside director (i.e. not an employee of the company in an employee-employer relationship) and receives remuneration beyond reimbursement of expenses, the requirement for registration as a consultant lobbyist applies to lobbying activities. Lobbying activities are those communications, whether formal or informal, with federal officials for the making, developing or amending of any federal law, regulation, policy or program, or the awarding of any federal monetary grant, contribution or other financial benefit, such as a loan. As well, registration would be required for lobbying for the awarding of any federal contract, or arranging a meeting.

The requirement for registration under either section 6 of the Act as an in-house lobbyist (corporate) or section 7 as an in-house lobbyist (organization) may apply if the chair or member of a Board of Directors is an employee of a company or of an association or other non-profit organization.

For more information, please contact:

The Registrar
Office of the Registrar of Lobbyists
Office of the Ethics Counsellor
Industry Canada
255 Albert Street
10^th Floor
Ottawa ON K1P 5G8
Tel.: (613) 957-2760
Fax: (613) 957-3078
E-mail: lobbyists.reg@ic.gc.ca