The Board of Directors provides general oversight of the management and administration of the Bank with respect to strategic planning, financial and accounting matters, risk management, human resources, and other internal policies.
The Board is composed of the Governor, the Senior Deputy Governor and 12 independent directors1 appointed to three-year renewable terms by the Governor in Council (the Cabinet). The Deputy Minister of Finance is an ex officio non-voting member of the Board.
The Board and its committees regularly hold sessions without management or non-independent directors present. They also meet privately on a regular basis with the external auditors, the Chief Internal Auditor, the Chief Financial Officer and Chief Accountant, and the Chief Risk Officer.
Each committee of the Board, except the Pension Committee, consists solely of independent directors.
The Audit and Finance Committee provides Board oversight of the Bank’s internal auditors and manages the relationship with the Bank’s external auditors, who are appointed by the Governor-in-Council (the Cabinet).
The Board and its committees have the right to retain independent advisors at the Bank’s expense.
Directors are paid within the ranges established under the Remuneration Guidelines for Part-Time Governor-in-Council Employees in Crown Corporations administered by the Privy Council Office. Directors were paid an annual retainer of $8,000 and an additional $625 per diem for attendance (including attendance by telephone) at each Board meeting and Committee meeting of which the director was a member. Each director who chairs a committee of the Board was paid an additional retainer of $1,000, except for the Chair of the Corporate Governance Committee who was paid an additional $2,000. In addition, all non-employee directors are reimbursed for travel, accommodation or meal expenses incurred in the course of attending meetings of the Board, its Committees, or at Board-related events. The Governor and the Senior Deputy Governor do not receive directors' compensation.
Governor and the Senior Deputy Governor
The salaries of the Governor and the Senior Deputy Governor are within ranges established by the Advisory Committee on Senior Level Retention and Compensation, subject to the approval of the Governor in Council (the Cabinet). The remaining component of their total compensation consists of their membership in the Bank of Canada pension plan, and health and dental benefits. As stipulated in Section 6(3) of the Bank of Canada Act, the salaries of the Governor and the Senior Deputy Governor do not include any performance-based element.
Governor: $463,100 – $544,800
Senior Deputy Governor: $324,300 – $381,500
Governor: $457,300 – $538,000
Senior Deputy Governor: $320,200 – $376,700
Governor: $447,100 – $526,000
Senior Deputy Governor: $313,100 – $368,300
Governor: $441,600 – $519,500
Senior Deputy Governor: $309,200 – $363,700
Governor: $436,100 – $513,000
Senior Deputy Governor: $305,400 – $359,200
Governor: $431,800 – $507,900
Senior Deputy Governor: $302,300 – $355,600
Governor: $425,300 – $500,300
Senior Deputy Governor: $297,800 – $350,300
Committees and meetings
|Committee||Chair||Mandate||Number of meetings in 2020|
|Board of Directors||Tiff Macklem||To provide general oversight of the management and administration of the Bank with respect to strategic planning, financial and accounting matters, risk management, human resources and other internal policies||6|
|Audit and Finance||Stephanie Bowman||To provide Board oversight on the financial affairs of the Bank, including planning, budgeting and audit activities||6|
|Human Resources and Compensation||Monique Jérôme-Forget||To provide Board oversight on human resources policies and practices, compensation policies and succession planning||4|
|Corporate Governance||Peter P. Dhillon||To provide Board oversight on corporate governance policies and practices, including Board effectiveness, Board member education, terms of reference of the Board and its committees, and the composition of Board committees||4|
|Capital Projects||Greg Stewart||To provide Board oversight for significant Bank projects||6|
|Pension†||Tim Lane||To provide advice to the Board on the Bank’s responsibilities as sponsor and administrator of the Bank of Canada Pension Plan, including Plan investment policies, administration, communications and stakeholder relations||5|
|Executive Committee||Tiff Macklem||To deal with any matter within the competence of the Board||2|
† The Pension Committee consists of four independent directors, the Senior Deputy Governor and three other senior officers of the Bank. Senior Deputy Governor Carolyn Wilkins was Chair of the committee until her departure in December 2020. Tim Lane is the Acting Chair of the Pension Committee.