Boards

• Chair of the board
• Directors
• Corporate secretary
• Fees & expenses
• Board governance
• Meetings

Stephen Bellringer, Chair of the board

The B.C. provincial government appointed Stephen Bellringer as the Chair of BC Hydro on November 2, 2012. He replaced Dan Doyle, who resigned on September 24, 2012 after three years as chair.

Over the past 20 years, Bellringer has served as president and chief executive officer of Canadian Hotel Income Properties, Orca Bay Sports & Entertainment, B.C. Gas, Trans Mountain Pipeline and Union Gas Ltd.

He is past chairman of the University of Windsor and the Canadian Gas Association, past vice-chairman of the B.C. Business Council, past director of the B.C. Children's Hospital Foundation and the Vancouver Board of Trade, and has been a director of several public companies.

Bellringer has a Bachelor of Commerce, a Master of Business Administration, and an Honorary Doctor of Laws degree from the University of Windsor.

Role and responsibilities

The Chair provides leadership to the Board and coordinates its activities in the best interests of BC Hydro. In performing this role, the Chair manages the affairs of the Board and works closely with the Chief Executive Officer to ensure effective relations with the B.C. government, the public and other stakeholders.

• Terms of Reference for the Board Chair [PDF, 108 KB]

Directors

Directors are mandated to be stewards of the corporation. As a member of the Board, Directors are responsible for overseeing conduct of business, supervising management and ensuring that all major issues affecting the business affairs of the corporation are given proper consideration.

• Terms of Reference for a Director [PDF, 101 KB]

While Directors are selected to reflect the industrial, economic, social, ethnic, and regional diversity of our province, appointees will include persons with business, utility and energy industry experience to ensure the appropriate balance of expertise necessary for overseeing a large commercial enterprise.

The Lieutenant-Governor in Council appoints BC Hydro’s Directors. Unless specified, no end dates have been established for appointment terms.

• Kim Baird
• W.J. Brad Bennett, O.B.C.
• Larry Blain
• James M. Brown
• James P. Hatton, Q.C.
• John Knappett
• Tracey L. McVicar
• Janine North, ICD.D
• John Ritchie

In its desire to act, and be seen to act as an ethical Corporation, BC Hydro and its Subsidiaries have adopted a Director and Employee Code of Conduct [PDF, 562 KB]. The Code also includes a section describing the standards of conduct expected of the Corporation's suppliers, consultants, contractors and business associates.

Corporate secretary

The Corporate Secretary supports the Board by organizing and recording activities of the Board and committee meetings. The Corporate Secretary also provides advice to the Board, Directors and employees to ensure compliance with BC Hydro's governance framework.

• Terms of Reference for the Corporate Secretary [PDF, 112 KB]

Fees & expenses

The Financial Information Act Return lists the remuneration and expenses by Director. The Chair's compensation is determined by the B.C. Provincial Government.

Expenses

Directors are reimbursed for travel and accommodation costs incurred to attend Board and committee meetings. Expenses are paid upon receipt of a completed expense claim form with supporting receipts. An annual report on Director expenses is made to the Audit and Finance Committee.

Fees

Meeting fees are paid to Directors on a quarterly basis, in accordance with Treasury Board Directive 3/11 dated December 16, 2010. Access to the guidelines can be made through the Provincial Government website.

Note: Additional fees are paid to directors serving on the Boards of subsidiaries, task groups or advisory committees.

Board governance

Composition and succession

The Corporate Governance Committee annually reviews the skills, experience, background and diversity of the Board in relation to BC Hydro's strategic direction. The Board discusses the recommendations resulting from this review, and the Board Chair communicates them to the B.C. Provincial Government through the B.C. Board Resourcing and Development Office (BRDO), access to which can be made through the provincial government website.

Competency profiles for the Board and each Director are developed annually. The Corporate Governance Committee and the Board Chair review the competency mix, assess whether competency gaps exist in relation to BC Hydro's strategic direction, and make recommendations to the BRDO that supports an effective Board renewal strategy.

Orientation

Special orientation sessions are held for new Directors. The focus of the sessions depends upon the particular knowledge of the appointee.

Upon appointment, Directors also receive a manual that provides guidance on Board governance issues, as well as other important information such as the Service Plan and the Shareholder's Letter of Expectations.

• Orientation Process for New and Existing Directors [PDF, 117 KB]

Professional development

To promote Board development, tutorial evenings are held quarterly to review strategies, complex business issues or specific aspects of BC Hydro's business. In addition, Board retreats are held annually with other Board sessions scheduled during the year as circumstances require.

Board, committee and director assessment

Board Evaluation is undertaken in two parts: (1) an annual one-on-one discussion between each Director and the Board Chair and (2) an in-depth evaluation conducted biannually to solicit detailed Director feedback on board operations and its corporate governance processes. In consultation with the Chair, the Corporate Governance Committee reviews the evaluation findings, and reports outcomes and recommendations to the Board.

Meetings

The Board's Guidelines [PDF, 132 KB] recognize the importance of meeting without management present, and Board agendas are structured to provide the opportunity. There are also opportunities on each agenda for the Board to meet privately with the Chief Executive Officer (CEO).

Although not a Board member, the CEO attends all meetings and has access to the same information as any Director, except when relating to the CEO's performance, as appropriate.

Number of meetings held in fiscal 2012

Board and standing committee meetings

The total number of Board and standing committee meetings² held for the year ended March 31, 2012:

• Board¹: 20
• Audit & Finance Committee: 6
• Capital Projects Committee: 5
• Conservation & Climate Action Committee: 4
• Corporate Governance Committee: 4
• Energy Planning & Procurement Committee: 5
• Executive Committee: 0
• Human Resources & Safety Committee: 4

¹ Includes Annual Retreat

² Directors may receive only one meeting fee per day although more than one meeting may be attended

The Board, Audit and Finance Committee, Capital Projects Committee, Conservation and Climate Action Committee, Corporate Governance Committee, Energy Planning and Procurement Committee and Human Resources and Safety Committee, schedule four regular committee meetings annually. Additional meetings are held as required.

The Executive Committee only meets under special circumstances.

Subsidiaries

Certain Directors serve on the Boards of subsidiaries and the number of meetings held included:

• Powerex Corp: Board (8), Audit & Risk Management Committee (7)
• Powertech Labs Inc.: Board (4), Audit & Risk Management Committee* (3)
  *constituted as Committee of Whole on May 2011

Number of meetings attended in fiscal 2012

The following table summarizes meeting attendance by Director for the year ended March 31, 2012.

¹ Reflects only the total number of meetings held during each Director’s tenure on the Board or Committee.
² Includes attendance at all Board and Committee meetings. Also includes "per diem fees" applicable to Directors appointed prior to April 1, 2010.
³ Appointed January 29, 2012
⁴ Resigned October 14, 2012