Multi-Materials Stewardship Board

Department

Authority

Remuneration

Purpose:

The Multi-Materials Stewardship Board (MMSB) is a Crown Agency of the Government of Newfoundland and Labrador, reporting to the Minister of Environment, Climate Change and Municipalities. It was established in 1996 to develop, implement and manage waste diversion and recycling programs on a province-wide basis for specific waste streams designated by the government.

MMSB is governed by a Board of Directors appointed by the Lieutenant Governor in Council on recommendation of the Independent Appointments Commission.

The role of the Board of Directors is threefold:

• to set a course for achieving the mandate of the organization;
• to develop strategic policy that ensures that the organization fulfills its mandate and key responsibilities; and
• to provide oversight for the organization, ensuring that a clear framework of accountability within the organization is in place.

The Board governs MMSB through fulfilling the following key responsibilities: 

• adopting a multi-year strategic plan for the organization for submission to and approval by the Minister;
• approving the annual budget for submission to, and approval by, the Minister;
• adopting an annual report for MMSB for submission to the Minister;
• approving strategic new corporate initiatives, major new programs, partnerships or services, for the consideration of the Minister as appropriate, and regularly reviewing and updating as required;
• monitoring strategic performance of the organization against established goals, objectives and targets as set in the strategic plan and otherwise;
• making recommendations to the Minister for new legislation or amendments to existing legislation to further the mandate and effectiveness of MMSB as an organization;
• understanding the organization’s strategic business risks and ensuring that appropriate internal controls and systems are in place to manage these risks;
• reviewing proposed changes to the internal organizational structure for MMSB, based on advice and recommendations from the CEO;
• approval of the overall classification and compensation policy;
• fulfilling legal and financial reporting requirements to the Government of Newfoundland and Labrador and other relevant parties through the approval of the strategic plan and supporting budgets; and
• providing the CEO with the necessary counsel and direction to manage the organization.

The Board is accountable for the overall performance of MMSB.  It focuses on the long term strategy, direction and goals of the organization.  The day-to-day administration and actions of the organization to achieve the strategy, direction and goals set by the Board is vested with the CEO and not the Board.

Structure:

The Board shall consist of:

1. The Deputy Minister of the Department, who may designate an employee of that department to act in his or her place; and 
2. Not fewer than 7 other members appointed by the Lieutenant Governor in Council which shall include:one representative of beverage distributors; one representative of consumers; one representative of Municipalities Newfoundland and Labrador; and 4 or more representatives-at-large, one of whom shall be a resident of Labrador. 
3. The Lieutenant Governor in Council shall designate one member of the Board to be Chairperson.

Competency Profile:

Those who make up the MMSB Board of Directors should collectively possess the following core competencies:

• Environmental Management
• Public Relations/Marketing
• Governance
• Human Resources
• Executive Experience
• Engineering Expertise
• Education
• Financial Expertise/Literacy

Roles and Responsibilities of the Board Chair:

The Chair of the Board is appointed by the Lieutenant Governor in Council and does not represent a “constituency” on the Board.  It is the role of the Chair to manage the operation of the Board and to lead the Board in the productive discharge of its duties and responsibilities.  The Chair of the Board is expected to:

• call and preside over Board of Directors’ meetings and exercise all powers associated with that position;
• exercise a vote in the instance of a tie in voting by the Directors at a duly constituted meeting of the Board;
• establish committees of the Board as appropriate;
• identify any real or potential conflict of interest, including those disclosed to the Chair by a Director under section 8.2, and ensure the Director removes him or herself from that decision making process where a conflict of interest exists or is perceived to exist;
• determine appropriate action to address or resolve a conflict of interest affecting a Board member in accordance with the Conflict of Interest Act and the Governance Policy Manual;
• maintain communications with Directors outside of formal Board meetings as appropriate;
• in conjunction with the CEO, conduct a governance and organizational orientation for all new Board members ideally within three months of being appointed;
• in conjunction with the CEO, canvass Board members as required for input and/or decision making should the need arise in between regularly scheduled Board meetings. 

Roles and Responsibilities of Board Directors:

A Director of the Board is expected to bring his or her views, as well as those of the region or constituency he or she formally represents as applicable, to the Board table.  However, each Board member also has an overriding obligation to make decisions in the best interest of the total population served and of the organization as a whole.  A Director who fails to consider the broader context of his or her role, and who fails to make the necessary separation between a single “constituency” interest and the broader public interest, can seriously compromise the Board’s ability to deliver on its overall mandate. 

The Board is responsible and accountable for the overall business affairs of MMSB. 

Qualifications:

The Waste Management Regulations do not specify qualifications/requirements for Board Members. Board members would generally be expected to exhibit the following personal attributes:

• high ethical standards and integrity;
• appreciation of the responsibilities to the public;
• flexible, responsive and willing to consider others’ opinions;
• capable of a wide perspective on issues;
• ability to listen and work as a team member;
• no direct or indirect conflict of interest; and
• strong reasoning skills.

More specifically, each Director must ensure that he/she: 

• is familiar with the legislation applicable to the governing body including the Environmental Protection Act, the Waste Management Regulations, the Transparency and Accountability Act, and the Conflict of Interest Act;
• knows and supports the vision, mission, mandate and goals of the organization
• safeguards and promotes the values of the organization;
• participates in an orientation provided by the Chair of the Board and CEO ideally within three months of appointment to the position as Director;
• comes to meetings prepared, asks informed questions, and makes a positive contribution to discussions;
• makes decisions based on the best available evidence and research;
• contributes his/her personal expertise as needed on the Board (e.g. business management, financial, legal or consumer viewpoint);
• works harmoniously with other Directors without either dominating the Board or neglecting his/her share of the work;
• supports the decisions and policies of the Board in discussions outside the Board meetings, even if he/she expressed a dissenting voice during discussions;
• respects the confidentiality of the boardroom and Board discussions;
• fulfills his/her fiduciary responsibility to the Board as a whole;
• discloses to the Chair any real or potential conflict of interest and removes himself/herself from discussions (or the conflict) where a conflict of interest exists or is perceived to exist;
• recognizes the role of management in carrying out Board direction and policy and is careful not to interfere or otherwise compromise the responsibilities and functions delegated to the CEO, management or staff;
• takes advantage of opportunities to be educated and informed about the Board and the business of the organization;
• engages in the evaluation of Board meetings and the Board’s performance as a whole and in a self-evaluation as a contributing member of the Board; and
• Notwithstanding other relevant provisions, it is acknowledged that the Board may, should exceptional circumstances warrant, initiate direct communication with the Government to address matters deemed inappropriate to be brought forward by the CEO.

Time Commitments:

Members of the MMSB Board of Directors should be available to meet four – six times per year during regular business hours. Meetings are generally held in St. John’s but may from time to time be held in other locations in the province. The Audit Committee of the Board normally meets four times per year. Board members are also be expected to spend additional time to review materials and prepare for Board and Committee meetings.