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.
-
Françoise Bertrand
Chairperson of the Board
of Directors -
Grant Christoff
Board Member
since March 2019 -
Daniel Gallivan
Board member
since June 2017 -
Jonathan Goldbloom
Board member
since June 2017 -
Miranda Keating Erickson
Board member
since March 2019 -
Jane Mowat
Board member
since September 2013 -
Glenn Rainbird
Board member
since June 2017 -
Gail Stephens
Board member
since June 2017 -
Kenneth Tan
Board member
since June 2017
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 235 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.
2. HFR & Stakeholders’ Relations Committee
The Board of Directors (“Board”) has delegated to the High Frequency Rail (HFR) & Stakeholders’ Relations 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 delivered through the Corridor Fleet Renewal Project (the “HFR Project”);
- the Corporation’s communication plan related to its stakeholders to ensure that it supports the strategic and commercial objectives of the Corporation and that the Corporation maintains its social license from Canadians to operate Canada’s national passenger rail service while developing positive and productive relationships with all the Corporation’s stakeholders;
- key corporate reports including the Corporation’s Annual and Quarterly Reports;
- the standards of integrity and behavior adopted by the Corporation; and
- the risk identification, evaluation and treatment related to the topics listed above.
3. Major Projects / Fleet Modernization Committee
The Board of Directors (“Board”) has delegated to the Major Projects / Fleet Modernization Committee the responsibility for oversight and monitoring of the following:
- the major projects & programs identified as such by the Major Projects / Fleet Modernization Committee, including but not limited to:
- 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 “Maintenance Facilities Upgrade Program”);
- 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”);
- the Corporation’s policies, practices and procedures regarding management of major projects & programs;
- the monitoring of capital spending;
- the risk identification, evaluation and treatment related to each topic listed above.
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 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 or programs pertaining to the High Frequency Rail Project, the whole in accordance with the Corporation’s Authority Matrix;
- 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; and
- the risk identification, evaluation and treatment related to each topic listed above.
Learn more about the Audit & Pension planPDF 245 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