This page provides details and historical information about the Board of Directors prior to the June 2021 governance change and the appointment of an Administrator by RPRA.
The Board of Directors is committed to good governance and transparency. The Board is focused on providing strategic and fiduciary oversight to the important work of product stewardship, in order to protect Ontario’s environment and provide accessible waste diversion services to its citizens.
In 2011, our Board and the senior management team developed a three-year strategic plan based on surveys and consultations with Board members, stewards, industry associations, municipalities, regulators and employees. In addition to brainstorming sessions with Board and senior management, we examined the sustainability practices of leading steward organizations. Our priorities include pursuing excellence in program delivery and engaging the many stakeholders that touch our business and on whom we depend for funding, services and support.
How is Stewardship Ontario’s governance established?
Stewardship Ontario’s governance is established by O. Reg. 388/16and O. Reg. 357/17 under the Waste-Free Ontario Act, 2016. This revised governance regulation (to the Waste Diversion Act, 2002) required that Stewardship Ontario hold a board election by the end of March 2017; and reduced the number of industry directors from 14 to 9 and the number of independent directors from two to one.
Who can serve on Stewardship Ontario’s board?
Eligibility of directors is established in Regulation 388/16 and includes individuals elected from the steward community as follows:
a) is at least 18 years of age; and
b) is an employee of,
(i) a steward, or
(ii) a steward association whose members that are stewards have collectively paid at least $1 million to Stewardship Ontario in the most recently completed fiscal year in respect of the obligation to pay fees under subsection 34 (1) of the Act or under section 31 of the Waste Diversion Act, 2002, as it read immediately before its repeal.
(2) Despite subsection (1), an individual is not eligible to stand for election if the individual,
a) has the status of bankrupt; or
b) has been found, under the Substitute Decisions Act, 1992 or the Mental Health Act, to be incapable of managing property.
(3) An individual elected as a member of the board of directors whose term of office expires is eligible, subject to subsections (1) and (2), to be a candidate in a subsequent election
In addition the Board is made up of one independent director who must not be affiliated with a steward company or organization. The independent director is appointed by the elected directors.
Which criteria does Stewardship Ontario employ when selecting directors for its slate of nominees?
Stewardship Ontario has established a criteria for its board members. It is important that the Stewardship Ontario Board represents a balance of skills, knowledge and experience while at the same time reflecting appropriate sectoral representation. Recognizing the need for that balance, Stewardship Ontario looks for Board members who have board experience and governance knowledge, general business acumen as well as a positive attitude to sustainability and specific areas of technical knowledge such as financial management, human resources, government relations, reputational management.
How often are elections held?
As per O. Reg. 388/16, s. 3(1), In every year after 2017, elections to fill vacancies shall be held in any year in which the term of two or more members of the Board of Directors is scheduled to end.
How long are the terms of directors?
The directors hold three year terms as set by the Regulation.1.
What is the board’s role at Stewardship Ontario?
The Stewardship Ontario Board is the highest decision making authority within the organization with an overarching role focused on governance and oversight. The Board has the duty to supervise the Stewardship Ontario Managing Director’s management of the business and affairs of the organization and to ensure that Stewardship Ontario performs against the requirements and obligations of the approved stewardship program plans (Blue Box and MHSW). The supervisory role of the Board falls into the following broad categories:
- Financial Reporting & Disclosure
- Strategic Planning
- Risk Management
- Human Resources
For a full description of the Stewardship Ontario Board’s role, please see the Charter of the Board of Directors.
What is a director’s role at Stewardship Ontario?
The role of a Stewardship Ontario Director is to contribute consistently and meaningfully to the effective performance of the Board of Directors and to constructively engage with management to improve the performance of the organization. A full description of a Stewardship Ontario director’s role can be found in the Director Role Description.
What accountability mechanisms are in place to ensure that Stewardship Ontario board directors perform their duties?
Stewardship Ontario has a formal Code of Conduct policy with which all Board members must comply and sign on an annual basis. The Code of Conduct outlines Stewardship Ontario’s requirements regarding personal accountability, conflict of interest and confidentiality.
In addition, Stewardship Ontario conducts a comprehensive annual Board, Chair and Director’s assessment designed to evaluate the effectiveness of the Board as well as the effectiveness of individual committees. The participation of all Board members in this annual assessment embeds a process for continuous improvement in the operations of the full board as well as the committees.
Stewardship Ontario has a robust governance framework with comprehensive mandates and work plans for all committees. All Board roles have comprehensive role descriptions. Follow the links below to view all of Stewardship Ontario’s Board and committee mandates and role descriptions:
- Board Charter
- Governance and Nominating Committee
- Finance, Audit and Performance Committee
- Director Role Description
- Board Chair Role Description
- Vice Chair Role Description
- Committee Chair Role Description
Stewardship Ontario also publishes in its Annual Report the attendance of board members at board and committee meetings thus holding directors accountable for their ongoing commitment and involvement in all matters pertaining to the business of the Stewardship Ontario Board. The Board of Directors’ attendance can be viewed above.
Are some board members of Stewardship Ontario also on the board of other stewardship organizations? Is this a conflict of interest?
Some members of Stewardship Ontario’s Board also serve as directors on the boards of other stewardship organizations including EEQ, MMSW, Recycle BC, and CSSA. Serving on the boards of more than one stewardship organization does not constitute a conflict of interest as defined in the conflict of interest provisions in Stewardship Ontario’s Code of Conduct. As well, there is assurance in the context of Canadian law that there is no impediment to the same individual serving on the boards of two related corporations as it is assumed that those individuals will act in good faith and in strict compliance with the respective duties that they owe to each corporation they serve. Specifically, in relation to the Stewardship Ontario directors, on any occasion when directors are asked to vote on matters that would also affect other stewardship organizations with which they are affiliated, they recuse themselves from decision-making.
In fact, cross pollination of board members offers many advantages—including the ability to see the bigger picture on stewardship nationally, leverage knowledge accordingly and work towards harmonization of stewardship organization governance and business practices.