Board of Directors

VIA Rail’s Board of Directors is responsible for overseeing the strategic direction and management of the Corporation, and reports on VIA Rail’s operations to the Government of Canada. The Board of Directors, comprised of eight women and five men, possessing a strong mix and balance of skills, knowledge and experience to support the achievement of VIA Rail’s vision and strategic objectives.

 

Complementary Information

The Board is responsible for the stewardship of VIA Rail Canada Inc. For more information, please consult the Board of Directors Mandate PDF 616 Kb. This link opens in a new tab

The purpose of the evaluation of each Director’s knowledge, skills and experience is to underline the possible “weaknesses” of VIA Rail’s Board of Directors. For more information, please consult the Directors’ Competencies Policy PDF 703 Kb. This link opens in a new tab  

The following committees have been established to help the Board perform its duties:

1. Human Resources Committee

The Board of Directors (“Board”) has delegated to the Human Resources Committee the responsibility for oversight and monitoring of the following:

  • the performance evaluation and compensation of the President & Chief Executive Officer;
  • the performance evaluation and compensation of Executive Officers;
  • the design and implementation of employee compensation, incentives, benefits and retirement plans;
  • the effectiveness of the organizational structure;
  • the design and implementation of management’s development and succession plans;
  • the management of employee and labour relations, including negotiation mandates for unionized employees;
  • the occupational health & safety framework;
  • the design and implementation of the human resources strategic plan;
  • the risk identification, evaluation and treatment related to each topic listed above.

Learn more about the field of action of the Human Resources CommitteePDF 572 KbThis link opens in a new tab 

2. Commercial & Stakeholders’ Relations Committee

The Board of Directors (“Board”) has delegated to the Commercial & Stakeholders’ Relations Committee the responsibility for oversight and monitoring of the following:

  • the Corporation’s communication strategy to ensure that it supports the strategic and commercial objectives of the Corporation and to maintain positive and productive relationships with all the Corporation’s stakeholders;
  • the Corporation’s commercial and socio-economic value proposition statement in support of its strategic objectives;
  • the standards of integrity and behaviour adopted by the Corporation;
  • any key modifications to the service offering which may have a material impact on the Corporation’s value proposition;
  • key corporate reports including the Corporation’s Annual and Quarterly Reports along with the Sustainable Mobility Reports;
  • the risk identification, evaluation and treatment related to the topics listed above.

Learn more about the Commercial & Stakeholders’ Relations CommitteePDF 549 KbThis link opens in a new tab 

3. Major Projects Committee

The Board of Directors (“Board”) has delegated to the Major Projects Committee the responsibility for oversight and monitoring of the following:

  • the major projects & programs identified as such by the Major Projects Committee;
  • the business cases for major projects & programs requiring expenses in capital or considered out of “normal course of business” exceeding $10M or $5M if deemed high risk, excluding business cases for projects and programs pertaining to the Fleet Modernization Program or the High Frequency Rail Project, the whole in accordance with the Corporation’s Authority Matrix;
  • the Corporation’s policies, practices and procedures regarding management of major projects & programs;
  • the monitoring of capital spending;
  • the management of capital assets;
  • the risk identification, evaluation and treatment related to each topic listed above.

Learn more Discover the involvement of the Major Projects Committee PDF 576 KbThis link opens in a new tab 

4. Audit & Pension Investment Committee

The Board of Directors (“Board”) has delegated to the Audit & Pension Investment Committee the responsibility for oversight and monitoring of the following:

  • the Corporation’s financial reporting and disclosure such as the quarterly and annual reports, the financial statements, the MD&A and the related press release;
  • the financial components of the five (5) year Corporate Plans along with the annual operating and capital budgets and their alignment with the strategic orientations approved by the Board of Directors;
  • the Corporation’s internal control practices, including the internal audit process;
  • the Corporation’s external audit process, including any special examination launched by the Corporation’s external auditors;
  • the legal & regulatory compliance framework applicable to the Corporation;
  • the pension plans and supplemental retirement plans investment performances, policies and related matters thereto;
  • the risk identification, evaluation and treatment related to each topic listed above.

Learn more about the Audit & Pension planPDF 706 KbThis link opens in a new tab 

5. High Frequency Rail Committee

The Board of Directors (“Board”) has delegated to the Committee on High Frequency Rail (the “Committee”) the responsibility for oversight and monitoring of the following:

  • the development and implementation of a practical and achievable strategy to transform passenger rail service for Canadians in the Quebec City – Windsor Corridor by connecting more communities with more departures, improved schedules, shorter travel times, better on-time performance and new trains (the “HFR Project”);
  • the Corporation’s communication strategy related to the HFR Project to ensure that it supports the strategic and commercial objectives of the Corporation and to maintain positive and productive relationships with all of the Corporation’s stakeholders; and
  • the risk identification, evaluation and management related to such topics.

Learn more See the High Frequency Rail Committee detailsPDF 508 KbThis link opens in a new tab 

6. Fleet Modernization Committee

The Board of Directors (“Board”) has delegated to the Fleet Modernization Committee (the “Committee”) the responsibility for oversight and monitoring of the following:

  • the acquisition and conditioning of the new fleet of trains for the Quebec City – Windsor Corridor in compliance with the procurement and project management processes established by the Corporation (the “Corridor Fleet Replacement Program”) which also includes the upgrading of the VIA Rail Montreal Maintenance Centre and the VIA Rail Toronto Maintenance Centre, in order to deploy, service and maintain VIA Rail’s heritage and new fleet and equipment, without jeopardizing the Corporation’s current maintenance operations;
  • the refurbishment of the heritage fleet (the “Heritage Fleet Modernization Program” together with the “Corridor Fleet Replacement Program” and the “Maintenance Facilities Upgrade Program”, the “Fleet Modernization Program”); and
  • the risk identification, evaluation and treatment related to the Fleet Modernization Program.

Learn more See the Fleet Modernization Program detailsPDF 489 KbThis link opens in a new tab 

The Corporation and its Board of Directors are committed to implementing principles and best practices of good governance. In 2014, VIA Rail has been committed to increase transparency of Board governance practices now easily accessible through the following groupings:

1. Board of Directors’ Governance Practices:

These documents set out the form, manner and procedure in which VIA Rail should be run and describe the responsibilities of main positions amongst the Board:

VIA Rail’s Corporate By-Law PDF 534 KbThis link opens in a new tab 

Duties and Responsibilities of Chairperson of the Board PDF 382 KbThis link opens in a new tab 

Duties and Responsibilities of Committee Chairpersons PDF 329 KbThis link opens in a new tab 

Duties and Responsibilities of the Corporate Secretary PDF 245 KbThis link opens in a new tab 

2. Directors’ Ethics:

All members of the Board sign a code of conduct and ethics reflecting the spirit and intent of the Accountability Act, which sets out standards of transparency and accountability for the officers and directors of Crown corporations. All members of the Board are also asked to comply with VIA Rail’s Directors’ Political Activities Policy based on Privy Council Office’s Guidelines for the Political Activities of Public Office Holders.

Directors’ Code of Conduct and Ethics PDF 646 KbThis link opens in a new tab 

Directors’ Political Activities Policy PDF 558 KbThis link opens in a new tab 

3. Directors’ Compensation, Expenses and Training:

These policies set out the right of Directors to receive the compensation (annual retainer and per diem) established by the Privy Council Office and to be reimbursed for reasonable out of pocket expenses incurred while in the execution of their functions of Directors of VIA Rail including while attending authorized training sessions.

Directors’ Compensation and Expenses Policy PDF 1015 KbThis link opens in a new tab 

Directors’ On-Boarding & Training Policy PDF 736 KbThis link opens in a new tab