Duty of Loyalty
Directors shall act honestly and in good faith with a view to the best interests of CATSA. [FAA, s.115]
Duty of Care
Directors shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. [FAA, s.115]
Conflict of Interest
Directors shall avoid and disclose any Real, Apparent or Potential Conflict of Interest. [COIA s. 4-5 and FAA, s. 116]
Definitions and further requirements related to Conflict of Interest are included in the “Conflict of Interest Measures” chapter of this Code which highlights the legal requirements contained in the Conflict of Interest Act.
Conflict of Duty
A “Conflict of Duty” occurs when a Director owes a fiduciary duty to another entity unrelated to CATSA that conflicts directly with his or her fiduciary duty to CATSA. One example of this may be that a Director has the obligation to disclose to CATSA confidential information which they possess by virtue of another relationship.
Directors shall avoid and disclose any Conflict of Duty to the Board Chairperson should a Conflict of Duty arise and seek a decision from the Board Chairperson as to an appropriate resolution in CATSA’s best interest. It would also be in the Director’s best interest to consult with independent legal counsel.
Outside Activity
Directors shall not carry on a business, hold an office or directorship, or engage in any activity if these activities are likely to conflict with the Director’s duties to CATSA.
Directors who hold positions of leadership in other organizations shall ensure that they are at all times seen as speaking for these other organizations and not as spokespersons of CATSA.
Confidentiality
In carrying out CATSA’s business, Directors may learn confidential or proprietary information about CATSA, its suppliers, its stakeholders and its shareholder and may obtain security sensitive information. Directors shall at all times maintain the confidentiality of all confidential or proprietary information entrusted to them and comply with any specific transmission, storage and handling requirements applicable to such information.
Directors shall not disclose any such information to third parties, except when disclosure is authorized by CATSA or otherwise legally mandated.
Confidential or proprietary information of CATSA and other companies, includes any non-public information that would be harmful to the relevant entity if published or, when in relation to a CATSA supplier, could be useful or helpful to a company’s competitors if disclosed.
Confidential information shall not be used for a Director’s personal gain.
Respect in the Workplace
A safe and respectful workplace is a cornerstone of CATSA’s culture and success. As such, during the course of their tenure at CATSA, Directors have the responsibility to demonstrate respect, dignity and fairness in their interactions with colleagues, CATSA employees and stakeholders so as to uphold workplaces that are free from discrimination, harassment or workplace violence.
Compliance with Policy
Directors have a responsibility to be knowledgeable of CATSA’s policies and federal government policies applicable to Directors and their work, and to comply with these policies. Directors may seek guidance on the foregoing, where appropriate, from CATSA’s Corporate Secretary.
Public and Regulator Relations
Subject to Directors’ duties of confidentiality, Directors shall act in an honest and transparent manner in dealings with the Canadian public and the regulator to enhance confidence in our system of governance. Where the requirement for transparency conflicts with a Director’s duties of confidentiality, Directors should seek guidance from the Board Chairperson prior to making any disclosures.
Public Comment
Directors shall refrain from any public discussion, in the media or otherwise, regarding CATSA’s business, affairs, policies or organization unless authorized by the Board Chairperson. A Director is permitted to engage in a public discussion when the Director is acting as the authorized representative of CATSA for the purposes of speaking or engaging in discussion related to CATSA’s business, affairs, policies or organization. Examples include, but are not limited to, activities with the Canadian Airports Council, National Airlines Council of Canada, or the Air Transport Association of Canada.
Only a spokesperson designated by CATSA is authorized to issue a public statement or make public comments regarding CATSA’s position on a given subject. Where a Director is asked to comment publicly on any issue relating to CATSA’s affairs, the Director shall decline to comment and refer the enquiry to the Board Chairperson or the President and Chief Executive Officer of CATSA.
Reporting of Wrongdoing
Directors shall report to the Board Chairperson or in circumstances where the Chairperson may have involvement, to the Chairperson of the Audit Committee:
- The conduct of another Director, officer or employee of CATSA whom the Director has reasonable grounds to believe has done something illegal or in violation of this Code or the Code of Ethics, Conduct and Conflict of Interest for CATSA Employees, as applicable; or
- A personal breach of this Code, including violations of laws or regulations.
Post-Directorship
Directors must adhere to the Code, to the extent applicable, after leaving office. In particular, Directors shall comply with post-directorship obligations under the COIA as summarized at Schedule 1 (Conflict of Interest Act – Summary of Rules) to this Code. [COIA, s.33-34]