Role Purpose
Reporting to the CEO & Registrar, the Manager, Governance provides strategic leadership and support on board and corporate governance, enterprise risk, and compliance. This role requires deep expertise in governance practices, enterprise risk management and compliance. The role serves as a central resource in strengthening the CAO's governance framework, enhancing the effectiveness of the Board and its committees, and supporting the productivity and strategic priorities of the CEO & Registrar's office. The role works closely with the CEO, executive leadership team members, and the Board.
Key Responsibilities
Board Governance (70%)
- Develop and maintain governance frameworks, policies, and procedures to support a strong governance function and effective decision-making.
- Work directly with Committee Chairs, CEO & Executive Leadership Team (ELT) members to develop committee workplans and agendas, along with Board reporting, ensuring alignment with the Board's annual workplan and committee terms of reference.
- Serve as a trusted governance advisor to the Board Chair and Committee Chairs regarding governance processes, board effectiveness, governance risk, and adherence to board policies and procedures.
- Support the Board Chair in aligning Board and committee meeting cycles with the corporate calendar, ensuring time-sensitive matters are brought forward for decision.
- Provide strategic advice to the CEO & Registrar and Board on governance implications of emerging issues, organizational changes, regulatory developments, and strategic initiatives.
- Draft, review, and distribute Board and committee meeting agendas and provide materials via the board portal (Diligent), ensuring timeliness, accuracy and confidentiality.
- Record and finalize detailed minutes of board and committee meetings, emphasizing governance and policy decisions.
- Track and report on the status of Board and committee decisions, directions, and action items, ensuring timely follow-through through the CEO& Registrar office.
- Provide guidance on corporate governance best practices and ensure policy compliance during board and committee meetings.
- Coordinate onboarding and offboarding of Directors, including governance and policy familiarization, and support ongoing director education aligned with Board needs.
- Manage annual director declarations (e.g., conflict of interest, code of conduct attestations) and coordinate the annual Board evaluation process, including follow-up action tracking.
- Lead planning and compliance for the Annual Members' Meeting and related events.
- Plan and oversee logistics for Board meetings and events, coordinating internal and external support as required.
- Maintain CAO book of record and all records related to the Board of Directors and its committees.
- Maintain and oversee the budgets assigned to the Boards and Committees
- Raise and provide advice on governance risks to the Board Chair and/or CEO & Registrar in a timely manner.
Corporate Governance & Compliance (30%)
- Develop and monitor an enterprise policy framework for the CAO, provide corporate and board support for policy development, review and approval.
- Support the development, maintenance and reporting of the CAO's enterprise risk management framework, including monitoring governance-related risks and coordinating Board reporting on enterprise risks.
- Develop a compliance tracking tool and methodology for the CAO, including applicable legislated requirements, as well as the Administrative Agreement, MOUs, and CAO by-laws.
- Support governance-related interactions with the Ministry, including coordinating governance reporting requirements, maintaining governance records related to the Administrative Agreement, and monitoring governance obligations arising from the CAO's accountability framework.
- Lead development and maintenance of a corporate compliance framework and monitor compliance with legislative requirements, Administrative Agreements, Memoranda of Understanding, by-laws, and internal policies.
- Manage the organization's corporate policies and supporting manuals to ensure consistency, awareness and regular updates and amendments in line with evolving legislation.
- Identify gaps in corporate governance related processes, procedures and policies to optimize organizational activities and operational efficiency.
- Support senior leadership and act as the key resource for corporate and board governance at the CAO.
Qualifications, Experience, and Skills
- Bachelor's degree in public administration, public policy, law, business administration, governance, or related field.
- Certification in corporate governance is an asset (e.g., Governance Professionals of Canada (GPC.D) or Institute of Corporate Directors (ICD.D).
- 7-10 years of progressive experience in governance, corporate secretariat, public administration, legal, regulatory, or policy environments, including experience supporting boards of directors and senior executives.
- Experience working in and navigating a not-for-profit, regulatory environment and/or government policy framework.
- Familiarity with using board portal systems (e.g., Diligent) for agenda and materials management.
- Deep understanding of corporate governance principles and experience working with a board of directors and executive leadership.
- Exceptional organizational skills and attention to detail, with the ability to manage multiple priorities and deadlines.
- Advanced proficiency in Microsoft Office Suite (Word, Excel, PowerPoint, Teams) and other relevant tools.
- Strong written and verbal communication skills, including the ability to draft precise minutes, policies, and reports.
- Proactive and resourceful, with a solutions-oriented approach to challenges.
- Commitment to continuous learning and staying current with governance trends and best practices.
Why Join Us?
- Base salary of $110,000 - 125,000
- Eligibility for discretionary performance-based awards
- 100% employer-paid medical, dental, and vision coverage
- Employer-matched RRSP/TFSA contributions
- Flexible hybrid work model (two remote days per week)
- Vacation, personal, and sick days
- Professional development and learning support
- Employee gym and bike-share discounts
