Board Chairperson

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BOARD CHAIR ROLE DESCRIPTION

Role of the Chair The board chair is the leader of the board. The board chair is responsible for

1. Ensuring the integrity and effectiveness of the board’s governance role and processes.
2. Presiding at meetings of the board, the board’s Executive Committee, if the board has one, and the board’s Executive Performance and Compensation Committee
3. Maintaining effective relationships with board members, management, and stakeholders. Responsibilities Board Governance The board chair ensures the board meets its obligations and fulfills its governance responsibilities.

The board chair oversees the quality of the board’s governance processes, including:

1. Ensuring that the board performs a governance role that respects and understands the role of management.
2. Ensuring that the board adopts an annual work plan and objectives that are consistent with TBP's strategic directions, mission, and vision.
3. Ensuring that the work of the board committees is aligned with the board’s role and annual work plan and that the board respects and understands the role of board committees and does not redo committee work at the board level.
4. Ensuring board succession by ensuring processes are in place to recruit, select, and train directors with the skills, experience, background, and personal qualities required for effective board governance.
5. Ensuring that the board and individual directors have access to appropriate education.
6. Overseeing the board’s evaluation processes and providing constructive feedback to individual committee chairs and board members as required.
7. Ensuring that the board’s governance structures and processes are reviewed, evaluated, and revised from time to time.

Presiding Officer

The chair is the presiding officer at board meetings and meetings of the committees specified above. As the presiding officer, the chair is responsible for

1. Setting agendas and ensuring matters are dealt with to appropriately reflect the board’s role and annual work plan. The board chair consults with the CEO and, where possible, develops the agenda at least seven days before a meeting.
2. Ensuring that meetings are conducted according to TBP by-laws.
3. Facilitating the business of the board, including preserving order at meetings.
4. Encouraging input and ensuring that both sides of a debate or discussion are heard.
5. Encouraging all directors to participate and control dominant members.
6. Facilitating decision-making.
7. Ensuring relevant information is made available in a timely manner and that external advisors are available to assist as required.
8. Ruling on procedural matters during meetings.