About us
Our people
Our strength is our people. The CWB has a diverse and highly-skilled workforce that is crucial to our success.
Election Period Code of Conduct
Board of Directors
Elected and Appointed Directors
CWB director election results are available at www.cwbelection.com
District 1
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Henry Vos Henry farms 3,000 acres near Fairview. He is the owner/operator of Peace Pedigreed Seed and manager of Three Links Agresearch Inc. He was a founding director of CANTERRA SEEDS, governor of Winnipeg Commodity Exchange, director and past president of Alberta Canola Producers Assoc./Commission, past president of Alberta Branch of Canadian Seed Growers Assoc., director of Alberta Agricultural Research Institute, and committee member of Agriculture and Food Council. He has been active in the community as a municipal councilor for 3 years, Board of Governors for Fairview College for 6 years and 4-H supporter for many years. Fairview, AB Telephone: 780-835-4632 Cell: 780-835-1992 Fax: 780-835-3352 Email: info@peacepedigreedseed.com |
District 2
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James Chatenay James was born and raised in Alberta. After graduating from Olds Agricultural College, he returned to the family farm near Penhold, AB that he continues to operate today. James participated in the first Charolais importation from France in 1965. He also acted as a French-language interpreter in France and Canada, served six years as Director of the Alberta Charolais Association and judged several Charolais shows. Red Deer, AB Tel: (403) 886-4632 Fax: (403) 886-4622 Cell: (403) 302-2555 E-mail: james_chatenay@cwb.ca |
District 3
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Larry Hill Larry farms 5,200 acres near Swift Current. He obtained a degree in Agricultural Engineering (1965) and a Farm Business Management Certificate in Agriculture (1998) from the University of Saskatchewan. Previous experience includes working for Saskatchewan Agriculture and serving as a director on credit union and regional college boards. Swift Current, SK Tel: (306) 778-2359 E-mail: saskahill@sasktel.net |
District 4
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Ken Ritter, CWB Chair Ken operates a family farm in the Major-Superb area of West Central Saskatchewan. As well as farming, Ken has practiced law and taught school in Canada and Australia. He has served as a Commissioner with the National Transportation Agency of Canada, and chaired the Saskatchewan Surface Rights Arbitration Board. Kindersley, SK Cell: (306) 463-9287 |
District 5
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Allen Oberg Allen and his brother, John, run a grain and cattle operation near Forestburg, Alberta. He began working for Alberta Wheat Pool in 1976 before starting to farm full-time in 1980, but continued his association with the Alberta Wheat pool as a delegate in 1986. He was elected to the Board of Directors in 1990, and remained on the board until the Agricore-United Grain Growers merger in 2001. For the past two years, he has served on the federal Minister's Advisory Committee on Co-operatives. Phone: (780) 582-2171 (daytime) Phone: (780) 582-2271 (evenings) Fax: (780) 582-4127 E-mail: allen_oberg@cwb.ca |
District 6
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Ian McCreary Ian was born and raised on a mixed farm near Bladworth, SK, which he runs today. Ian has Bachelor's and Master's degrees in Agricultural Economics from the University of Saskatchewan, and worked as a marketing manager and policy analyst with the CWB. Bladworth, SK Home: (306) 567-2099 Fax: (306) 567-2112 E-mail: ian_mccreary@cwb.ca |
District 7
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Kyle Korneychuk Kyle Korneychuk is 47 years of age and has been farming since the age of 17, starting with his grandparents’ home quarter. His grandparents instilled the virtues of honesty, farmer control, integrity and the love of farming in him. He and his wife, Susan, now farm 4200 acres. Their crops include wheat, barley, flax, oats, canola, peas, alfalfa, and borage. They have two children aged 16 and 14. Pelly, Saskatchewan Telephone: 306-595-2094 Fax: 306-595-4545 Email: kylekorneychuk1@sasktel.net |
District 8
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Rod Flaman Rod farms with his wife Jeanne just south of the Qu'Appelle Valley near Edenwold, Saskatchewan. They produce a variety of field and horticultural crops, including certified organic grain. Educated at the University of Saskatchewan, Rod has served as a director at Terminal 22 at Balcarres, Saskatchewan and the Saskatchewan Fruit Growers Association. Edenwold, SK Business tel: (306) 771-2823 Fax: (306) 771-4218 E-mail: rodflaman@imagewireless.ca |
District 9
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William Nicholson Bill and his family farm 4,300 acres at Shoal Lake, MB producing cereals, oilseeds and pulse crops. Bill has a degree in agricultural engineering and has worked in the farm machinery industry. He has served on the Advisory Committee to the CWB, been a Manitoba Pool delegate, represented farmers on the Prairie Agricultural Machinery Institute Council, and is president of the local credit union board. Shoal Lake, MB Tel: (204) 759-2368 Fax: (204) 759-2484 E-mail: william_nicholson@cwb.ca |
District 10
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Bill Toews Bill and his wife Barbara operate Harambee Farms, a grain and special crops farm at Kane, Manitoba. Bill is actively involved in the industry serving as director of Keystone Agriculture Producers, a member of the wheat, rye and triticale sub-committee of the Prairie Region Recommending Committee for Grains and as chair of the wheat technical advisory committee and immediate past vice-chair of the Western Grain Research Foundation. Bill has a degree in Agriculture and a post-graduate degree in soil science. Kane, MB Tel: (204) 343-2002 E-mail: bill_toews@cwb.ca |
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Greg Arason President and CEO Greg was appointed interim president and CEO of the CWB in 2006. He held the position from 1998 to 2002. |
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Glen Findlay (Director) Glen served as Mantioba's agriculture minister from 1988 to 1993. He was appointed in 2006. |
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William Cheuk (Director) William is president of Vancouver-based South Alder Greenhouses Ltd. and Vision Envirotech International Ltd., as well as vice-president of Emerge Venture Capital Inc. He has led numerous trade missions to Asia and has experience with international trade dispute resolution. William has played a central role in the Environmental Farm Planning Program for sustainable development in agriculture. He hasa Bachelorof Business Administration degree, majoring in accounting from Simon Fraser University as well as a Bachelor and a Ph.D. degrees in Chemical and Biological engineering from University of British Columbia. |
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Ken Motiuk (Director) 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. |
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Bruce Johnson (Director) 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. |
Leadership team
The CWB's leadership team works in partnership with the board of directors to provide leadership and vision for the CWB, based on the cornerstone of obtaining the best returns for farmers.
CWB organizational structure
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.
Political Donations Policy
November 23, 2005
I. PURPOSE AND OBJECTIVE
A. To create guidelines regarding political donations and attendance at politically sponsored events by the CWB and members of the Board of Directors.
II. POLICY
A. The CWB will permit the use of corporate funds on a limited basis to allow for director and/or staff attendance at political events sponsored by federal or provincial parties, Members of Parliament, members of provincial legislatures or their representatives. Contributions in the form of goods and services for political events are also permitted on a limited basis. Political donations in any form other than that specified will not be allowed. Contributions will be approximately balanced among the major political parties at both the federal and provincial levels. The total amount of political donations in any fiscal year is not to exceed $6,000.
B. The CWB will not make contributions in any form to candidates seeking election or to election campaigns at any level of government in Canada during a respective election period.
C. All members of the Board of Directors have the private right to make financial or other contributions to political organizations or to individuals seeking election to any level of government in Canada.
D. No member of the Board shall seek reimbursement from the CWB for expenses incurred in respect of any financial or other contributions made on a private basis to political organizations or any candidates seeking election to any level of government in Canada.
E. Members of the Board who are appointed by the Governor-in-Council shall not represent the CWB in making financial or other contributions to political organizations at any level in Canada.
F. Members of the Board who are appointed by the Governor-in-Council shall refrain from taking part in discussions or voting on decisions regarding the CWB’s support of any particular political organizations at any level in Canada.
Election Period Code of Conduct
For the purposes of this document, the term "Candidate Director" means a CWB director who has filed nomination papers with the CWB Election Co-ordinator.
I. PURPOSE AND OBJECTIVE
A. The purpose of this document is to apply the principles adopted in the Code of Conduct and Conflict of Interest Guidelines (the "Code of Conduct") to the situation of a CWB director election period.
B. The broad objective is the same as the Code of Conduct; to enable the CWB to effectively achieve its mission by maintaining a reputation for the highest standard of public trust and confidence in serving the producers, its customers and the public’s interests.
C. Ensuring the highest integrity of the CWB director election process is essential to this broad objective.
II. PRINCIPLES
A. The CWB has an obligation to all Western Canadian producers to ensure the director election process is conducted in a fair and impartial manner. Any activity, real or perceived, which detracts from a public perception of integrity and impartiality will negatively impact the legitimacy of the entire board of directors and the successful candidates and undermine the public trust in the corporation.
B. Any perceived or real advantage a Candidate Director has over other candidates, by reason of their position as director will , if exercised, harm the integrity of the election.
C. The CWB must remain impartial to the outcome of the election but will respond in a normal manner to policy issues that may arise during the election period
D. All directors must continue to fulfill their obligations to the CWB and fellow directors and cannot allow these duties to be compromised by any personal interests with regard to the election.
E. Directors must be mindful that the public may not distinguish between statements they make as a director and statements they make as a candidate or a person outside their role as director. Therefore, directors must act with a sense of responsibility and dignity befitting their status as CWB director.
III. ETHICAL STANDARDS
In fulfilling the above principles, the following represents minimum ethical standards.
A. A director shall not encourage, offer or participate in the use of CWB services, resources, equipment, facilities or staff in support of a candidate, group of candidates or outcome of the election.
B. In order to avoid any perception of the CWB in any way funding campaign activities of a Candidate Director, a Candidate Director or a Director who intends to become a Candidate Director, shall not utilize their district communications allowance during the election period as set by the Election Coordinator.
C. A Candidate Director shall not use the services, staff or resources of the CWB for campaign purposes other than a fax machine, phone or computer provided by the CWB for use in their director activities. Any expenses incurred as a result of campaign activities are not eligible for reimbursement. Candidate Directors should not request information from the CWB to assist in their campaign, unless this information is available to any candidate.
D. A Candidate Director must continue to adhere to all policies enacted by the Board, including the Communications Policy and the Code of Conduct and Conflict of Interest Guidelines.
E. A Candidate Director must excuse himself/herself from any board discussion of issues surrounding the director election.
F. A Candidate Director must direct any question, concerns or issues they have regarding the election through the Election Co-ordinator, not CWB management.
G. No Director shall actively nor publicly campaign in the district of another Director.
H. A Candidate Director should not represent the CWB at external public meetings or serve as spokesperson for the board of directors or CWB until after the final date for return of ballots, unless specifically requested to do so by the Board.
I. A Director should not issue or encourage the issuance of material or statements that are inflammatory, defamatory or intended to undermine the reputation of the Corporation, other Board members or the integrity of the Board’s decision-making process.
This Code is an extension of the Code of Conduct and is of equal importance. Any breach of this Election Code is subject to the Consequences/Sanctions for breach outlined in the Code of Conduct.