Information for Nominees to the CRA Board of Management

• Purpose
• Section 1 - Canada Revenue Agency (CRA)
  • Introduction
  • Background - From Department to Agency
  • Governance Structure
  • Program Delivery
• Section 2 - CRA Board of Management
  • Board of Management's Role
  • Board of Management's Responsibilities
  • Board of Management's Committees
  • Appointment and Tenure on the Board
• Section 3 - Board Directors
  • Qualifications of Directors
  • Duties of Directors
  • Working conditions
  • Compensation for Board Directors
  • Conflict of Interest

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Purpose

This document provides a broad overview of the Canada Revenue Agency (CRA) to those considering accepting a nomination to the CRA Board of Management. The document is divided into three sections:

• Section 1 focuses on the CRA and offers general information on its legislative and governance frameworks;
• Section 2 describes the Board of Management, including its role and responsibilities and its committee structure; and
• Section 3 provides information on the role and responsibilities, compensations and conduct of Board Directors.

Section 1 - Canada Revenue Agency (CRA)

Introduction

The CRA is a large and complex organization that touches the lives of Canadians every day. The CRA has a workforce of up to 44,300 employees located across Canada.

The CRA's mission is "To administer tax, benefits and related programs and to ensure compliance on behalf of governments across Canada, thereby contributing to the ongoing economic and social well-being of Canadians."

Background - From Department to Agency

On November 1, 1999, Revenue Canada became the Canada Customs and Revenue Agency (CCRA). The creation of the CCRA was part of a federal government initiative to provide Canadians with improved, streamlined, and more responsive and cost-effective services. While the CCRA assumed the full mission and mandate of Revenue Canada, the Agency could now offer an innovative and unique structure to better serve the public, Canada's business community, and the provinces.

On December 12, 2003, with the creation of the Canada Border Services Agency (CBSA), all CCRA employees of the Customs program were moved to the CBSA. This included Customs Branch portions of the Appeals and Compliance Programs Branches, and additional support staff from the corporate branches.

On December 12, 2005, legislation came into effect to legally change the organization's name to the Canada Revenue Agency (CRA).

Governance Structure

The CRA has a unique governance structure that is set out in the Canada Revenue Agency Act. One of the defining features of this structure is a direct, legislated relationship for the Minister, and specific, legislated roles and responsibilities for the Commissioner-Chief Executive Officer (CEO) and the Board of Management.

The Minister is responsible for the CRA and is accountable to Parliament for all its activities, including the administration and enforcement of program legislation such as the Income Tax Act. The Minister has the authority to ensure that the CRA operates within the overall government framework and treats its clients with fairness, integrity, and consistency. Parliament continues to appropriate funds to the Minister, providing the Minister with the authority to make expenditures out of the Consolidated Revenue Fund.

The Board of Management has responsibility for overseeing the organization and administration of the Agency and the management of its resources, services, property, personnel and contracts. The Board brings a forward-looking, strategic perspective to the CRA's operations and fosters sound management and service delivery. Unlike the boards of Crown corporations, the CRA Board is not responsible for all the activities and affairs of the Agency because it is not involved in the administration and enforcement of program legislation. Board members do not have access to taxpayer information.

The Commissioner-CEO is responsible for the day-to-day management of the CRA under the Minister's delegated program and spending authorities, and under the Board's direction on management matters. One exception is that the Commissioner-CEO has direct responsibility for exercising the CRA's appointment authority and for applying penalties (including termination and suspension) in disciplinary situations.

In February 2008, the Taxpayers' Ombudsman was appointed to ensure that the CRA is more accountable to Canadians. As an independent and impartial officer from the CRA, the Taxpayers' Ombudsman's role is to ensure that the service rights outlined in the Taxpayer Bill of Rights are being upheld and respected. The Ombudsman is responsible for determining whether the CRA has properly handled a service complaint; identifying systemic and emerging service-related issues that have a negative impact on taxpayers; and for providing advice and recommendations to the Minister of National Revenue about service-related matters in the CRA.

Program Delivery

The CRA administers tax, benefits and related programs across the country through program branches and regional/local service offices, which are supported by corporate branches.

Program branches at headquarters are responsible for the overall design and management of CRA programs. This includes providing program and policy development, setting operational direction and level of resources, as well as collecting data, reporting results, and maintaining relationships with key stakeholders. The program branches also act as a centre of expertise on program delivery.

Regional and local offices are responsible for program delivery. The five regional offices oversee all programs in the region, while local offices provide front-line delivery. The CRA delivers programs and services at over 55 locations across Canada, ranging from large urban centres to remote northern sites. These offices include tax centres (TC), tax services offices (TSO), and technology and call centres.

Corporate branches support the delivery of all programs and services by offering a range of services that ensure people, processes, and systems are in place to optimize client service quality according to the resources available. The list of services includes communications (internal and external), finance and administration, legal advice, human resources, and information technology.

The CRA also works in partnership with external organizations such as Service Canada and Public Works and Government Services Canada (PWGSC). Service Canada offers single window access to a wide range of Government of Canada programs and services for citizens through more than 595 points of service located across the country, call centres, and the Internet. The CRA's online services for individuals and businesses were developed under the Shared Services initiative in partnership with PWGSC to improve efficiency and effectiveness and to lower the costs of service delivery among departments and agencies.

Section 2 - CRA Board of Management

This section provides information about the CRA Board of Management, including its role and responsibilities and its committee structure.

Board of Management's Role

The Board is responsible for overseeing the organization and administration of the CRA as well as the management of its resources, services, property, personnel, and contracts. As such, it fulfils an important oversight role by overseeing strategic direction, general administrative policy, enterprise risk management, and the determination of terms and conditions for negotiations of collective agreements.

Board of Management's Responsibilities

The Board is responsible for overseeing:

• the development of the Corporate Business Plan, which outlines CRA objectives, strategies, expected performance, operating and capital budgets, and other strategic information. The Board also reviews and approves the CRA's Annual Report to assess progress in achieving the objectives set out in the Corporate Business Plan;
• the Enterprise Risk Management regime by providing risk direction, risk oversight and control, and ensuring that risk is integrated into CRA decision-making processes;
• the development and administration of the CRA's management regime, which includes the CRA's mission, vision, values, management principles, and its planning, reporting, and accountability structures;
• the development of the CRA's internal corporate policy suite, including the approval of corporate policies pertaining to resources, services, property, personnel, and contracts; and
• the development of negotiating mandates and collective agreements, including the approval of these mandates and agreements.

The Board is not responsible for general administration or the enforcement of program legislation. Board Directors can deal with CRA officials for the purpose of exchanging general information respecting the administration and enforcement of program legislation related to tax and benefit programs. However, they cannot be personally involved in advocating their clients' positions with respect to program legislation related to tax and benefit programs, whether orally or in writing, with officials of the CRA or before the courts.

Board of Management's Committees

To assist the Board in fulfilling its oversight responsibilities, a committee structure was created to undertake much of the detailed review of items brought before the Board for the Board's consideration. The four Committees — Audit, Governance, Human Resources, and Resources — appraise, provide advice, and make recommendations to the Board on the items that fall within their mandate. More specifically:

The Audit Committee reviews the Agency's accounting framework, financial and performance information, internal controls and risk tolerance, and compliance with financial and environmental legislation.

The Governance Committee assists the Board in fulfilling its oversight responsibilities by reviewing all aspects of the Board's governance framework to ensure that the Board functions in an effective and efficient manner that successfully supports the operations of the Agency. 

The Human Resources Committee reviews the management of human resources within the Agency and provides recommendations and advice on the Agency's human resources management strategies, initiatives, and policies.

The Resources Committee reviews the Agency's operating and capital budgets and oversees the development of its administrative management frameworks, strategies, policies and practices for the management of funds, real property, contracts, equipment, information, information technology, and environmental obligations.

Appointment and Tenure on the Board

The Board of Management consists of 15 members appointed by the Governor in Council, 11 of whom are nominated by the provinces and territories; the Chair, the Commissioner-CEO, and two Directors are nominated by the federal government.

The tenure of Board members is as follows:

• Chair: part-time; maximum 5-year term; renewable once;
• Commissioner-CEO: full-time; maximum 5-year term; renewable (multiple); and
• Directors: part-time; maximum 3-year term; renewable twice.

Section 3 - Board Directors

This section provides information specific to Board Directors. It outlines roles and responsibilities, compensation, and conflict of interest guidelines.

Qualifications of Directors

Under the CRA Act, a person eligible for appointment:

• must be a person who, in the opinion of the Governor in Council, has the experience and the capacity required for discharging his or her functions;
• must be a Canadian citizen or a permanent resident under the Immigration and Refugee Protection Act;
• cannot be a member of the Senate, the House of Commons, or a provincial or territorial legislature; and
• cannot be employed on a full-time basis in the Public Service of Canada or of a province or territory (except for the Commissioner-CEO).

Duties of Directors

Directors of the Board of Management have the same fiduciary duty and duty of care as directors of other government corporations or private sector corporations.

When exercising their powers and performing their duties and functions, all Directors are required to:

• act honestly and in good faith, with a view to the best interests of the Agency and having regard to its mandate; and
• exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Indemnity of Directors

The CRA Act and the Guidelines on Indemnification for members of the CRA Board of Management also include standard provisions to indemnify a Director for costs and other amounts paid in respect of legal proceedings, provided that the Director acted honestly and in good faith, with a view to the best interests of the CRA, and having regard to its mandate.

Responsibilities of Directors

Directors are expected to:

• acquire the necessary knowledge and understanding of the roles and responsibilities of the CRA and of the Board and its committees;
• prepare for Board and committee meetings by reading all briefing and background materials provided for these meetings;
• make the personal commitment to participate on committees and to attend the Board and committee meetings; and
• upon request, assist the Chair in the performance of the Chair's duties and any other duties that may be assigned by the Chair or through by-laws and resolutions of the Board.

Working conditions

The Board of Management normally meets on a quarterly basis (June, September, December and March) for two consecutive days: one day for committee meetings and one day for the Board meeting. Meetings are usually at CRA headquarters in Ottawa, with the exception of the fall quarterly meeting that is normally held at a regional site.

Teleconferences for the Board are scheduled in between quarterly Board meetings in order for the Commissioner to report on developments affecting the Agency. Board and committee teleconferences are also organized on an ad hoc basis to discuss specific Agency business items.

The Board material is distributed to members via a secure online portal. Members are expected to both review the material and participate in the meetings through the use of this portal. Training and a CRA laptop is provided to members to that effect.

Compensation for Board Directors

Retainer and Per Diem Retainer and Per Diem - The CRA pays Directors an annual retainer and a daily fee for their participation on the Board. Retainers and fees are based on the amounts set by the Governor in Council and are paid quarterly through direct deposit. Income taxes, Canada Pension Plan and any other statutory deductions are normally deducted prior to payment.

Retainer and Per Diem Expenses - Directors  are entitled to be paid reasonable travel and living expenses they incur in the course of their duties while they are absent from their ordinary place of residence. All expenses are reimbursed based on CRA policies.

Conflict of Interest

The Conflict of Interest Act creates a legislative framework to govern the ethical conduct of public office holders both during and after employment. As part-time Governor-in‑Council appointees, members of the CRA's Board of Management are "public office holders" within the meaning of section 2 of the Act.

The Privy Council Office publishes a document entitled Accountable Government: A Guide for Ministers and Ministers of State, which sets out ethical and political activity guidelines for public office holders. These guidelines for public office holders are found in Annex A (Part I: Ethical Guidelines and Statutory Standards of Conduct and Part II: Guidelines for the Political Activities of Public Office Holders) while the requirement for Governor-in-Council appointees to comply with the Conflict of Interest Act is in Annex G.

As public office holders, Board of Management members must comply with the conflict of interest rules and ethical and political activity guidelines set out in these documents. All public office holders are required to certify before appointment and every subsequent year that they will comply with the Conflict of Interest Act and the Conflict of Interest and Ethical and Political Activity Guidelines for Members of the Board of Management of the Canada Revenue Agency.

Disclosure

Upon appointment, Directors should provide a written statement to the Chair, indicating participation in any activity that could place them in a real, potential, or apparent conflict of interest. Directors must review their statement annually and update them whenever changes in their circumstances warrant.

Nominees and Directors are not expected to place their interests in blind trusts or divest themselves of interests where they have regular dealings with the CRA. For example, a person who is a shareholder in a company that deals regularly with the CRA would not have to divest interests or place these in a blind trust in order to be nominated or act as a Director of the Board. However, these interests would have to be disclosed.

Consultation

At any time, a member of the Board may consult with Legal Counsel to the Board, with the Chair or directly with the Conflict of Interest and Ethics Commissioner, in order to seek clarification on potential conflict of interest or the application of the legislation to his or her situation.