Governance

The Bank of Canada Act provides the legal authority and framework for governance of the Bank of Canada.

Board of Directors

The Bank’s Board of Directors is composed of:

• the Governor
• the Senior Deputy Governor
• a maximum of 12 independent directors
• the Deputy Minister of Finance (who is an ex officio, non‑voting member)

Pursuant to the Bank of Canada Act, the Governor is both:

• Chief Executive Officer of the Bank
• Chair of its Board of Directors

As Chair, the Governor leads the Board’s oversight of corporate, financial and administrative matters, including strategic planning, finance and accounting, risk management, human resources and other internal policies. Monetary policy is neither formulated nor implemented by the Board. However, directors regularly provide insight on prevailing economic conditions in their respective regions and sectors.

All independent (non‑management) directors are appointed for a three‑year renewable term by the Minister of Finance with the approval of the Governor in Council (the Cabinet).

The independent directors elect a lead director for a two-year renewable term. The lead director provides leadership to improve the Board’s effectiveness and acts as a key point of contact with the Governor.1 Claire M. C. Kennedy was reconfirmed as lead director in 2024.

The Bank of Canada Act and the Conflict of Interest Act specify eligibility requirements for members of the Board and outline rules to prevent conflicts of interest.

The Board also requires its independent directors to follow the Bank’s Code of Business Conduct and Ethics for Directors.

See the 2024 Board of Directors.

Committee structure and meetings

The Board of Directors has five standing committees, each of which has terms of reference and an annual work plan to guide its activities. The Bank of Canada Act also provides for an Executive Committee that is accountable to the Board and that can act in place of the Board. Each standing committee of the Board, except the Pension Committee, consists solely of independent directors.

Bank of Canada management

Governor and Senior Deputy Governor

The independent members of the Board of Directors appoint the Governor and Senior Deputy Governor for a seven‑year term, subject to the approval of the Governor in Council. The length of this term allows the Governor and Senior Deputy Governor to adopt a long‑term perspective. This is essential to the Bank’s effectiveness in conducting monetary policy and performing its other core functions.

The salaries of the Governor and Senior Deputy Governor are within ranges established by the Government of Canada’s Advisory Committee on Senior Level Retention and Compensation. All elements of their total compensation are determined by the Board, subject to the approval of the Governor in Council. As stipulated in section 6(3) of the Bank of Canada Act, their salaries may not include any element in the form of a commission or that is computed by reference to the income or profits of the Bank.

Executive Council

In 2024, the Bank updated the composition of its Executive Council. It is now composed of the Senior Deputy Governor; the Chief Operating Officer; the Executive Director of Policy; the Executive Director of Payments, Supervision and Oversight; and the Advisor and Chief of Staff to the Governor.2

The role of Executive Council is to deploy the Bank’s resources to achieve its mandate and deliver on the objectives and outcomes in its strategic plan. Executive Council is the primary management decision‑making body within the Bank. It supports the decision‑making functions of Governing Council and the Bank’s Board of Directors, and it translates the direction from these bodies into performance and operating objectives for the organization. Executive Council tracks the organization’s performance against approved plans and ensures the Bank meets all its compliance and reporting obligations.

In 2024:

• Alexis Corbett was appointed to the role of Chief Operating Officer, following the retirement of Filipe Dinis.
• Nick Leswick assumed the role of Executive Director of Policy.
• The role of the Executive Director of Supervision was expanded to include oversight of all banking and payments work as well as payments research. The role is now known as Executive Director of Payments, Supervision and Oversight and is held by Ron Morrow.

Compliance and ethics

The Bank requires all employees to observe the highest standards of professional ethics. The Bank’s comprehensive Code of Business Conduct and Ethics is in place to address the personal and professional conduct of Bank employees. The policy on disclosure of wrongdoing provides information to employees on how to report wrongdoing and outlines management’s role in disclosures, investigations and reporting. The Board reviews the Code of Business Conduct and Ethics annually.

More information

Bank of Canada Act

Conflict of Interest Act

Code of Business Conduct and Ethics

Code of Business Conduct and Ethics for Directors

Disclosure of Wrongdoing Policy