Corporate Governance

A Federally-incorporated, non-profit organization proudly based in Nova Scotia, EfficiencyOne is led by an independent Board of Directors.

Purpose and Objectives

EfficiencyOne is federally incorporated under the Canada Not-for-profit Corporations Act. The purpose and objective of EfficiencyOne are to:

• Contribute to economic prosperity, environmental sustainability and societal well-being: by working in partnership with individuals, communities and organizations to transform how we use, save and produce energy and other resources; through collaboration, innovation and other activities that lead to savings from the efficient use and conservation of energy, water, materials and other resources.
• Improve health and standards of living and well-being of individuals and families, and the strength of organizations and communities, through efficiency and conservation.
• Support and encourage positive public policy on efficiency and conservation in energy and other resources.
• Advance and apply knowledge in the fields of conservation and efficiency practice, service delivery, engagement, support, public education, regulation and governance.
• Utilize the resource of efficiency by developing and applying effective conservation and efficiency solutions that save, minimize or optimize the use and/or demand of energy, water, materials and other resources.
• The management and control of the affairs of EfficiencyOne is vested in its Members and Board of Directors.

Governance Principles:

The Board of Directors of EfficiencyOne believes that effective and efficient governance is an essential foundation for the organization’s success. The following principles describe the governance philosophy of the Board:

• All Board members have a fiduciary duty to act in the best interests of the organization as a whole, and not to any particular stakeholder interest.
• Governance should be based on the recognition that the Board, the Chief Executive Officer and the Executive Leadership Team have a shared responsibility to provide integrated and high functioning leadership that will enable EfficiencyOne to excel in achieving its strategic and operational objectives.
• The relationship between the Board, the Chief Executive Officer and the Executive Leadership Team, while being appropriately structured and managed from an accountability perspective, may also be characterized by strategic collaboration and generative thinking based on the idea that “great minds think differently” and the mutual understanding that each will be better at discharging their respective roles if they work together on the premise that each can and must learn from the knowledge, expertise, experience and wisdom of the other.
• Once decisions are made in accordance with the processes and structures in place, everyone within EfficiencyOne should publicly support its position.
• Governance should be rooted not only in ethical conduct and legal compliance, but also with EfficiencyOne’s values of integrity, innovation and partnership.
• Governance should promote and preserve the public trust in EfficiencyOne.
• Governance needs to foster the ability to make difficult decisions and to keep EfficiencyOne moving forward.
• Effective planning, implementation and monitoring/reporting systems are foundations for EfficiencyOne’s organizational accountability.

Membership:

There are two classes of Members in EfficiencyOne (Voting and Non-Voting Members). The original subscribing Members of EfficiencyOne are the Voting Members. The Board of Directors of EfficiencyOne may, by resolution, approve the admission of Members into the corporation. Membership into EfficiencyOne is available to individuals over the age of 18 years and organizations which:

• have comprehensive or specialized information relating to the objects and purpose of the corporation; and
• support the objects and purpose of the corporation.

The Board has absolute discretion whether an applicant for membership shall be admitted as a Member.

Board Committees

The Board may discharge the duties and responsibilities vested in it through delegation of its functions, for recommendation or decision as it deems appropriate, to the standing Committees of the Board. The Board may also create other Board committees from time to time to appropriately discharge its duties. Each Committee has its own written Terms of Reference, which set forth the responsibilities of the Committee and the Committee’s Chair. Board committees are responsible for regular reporting to the Board and for making appropriate recommendations to the Board for its review and decision. There is an Executive Committee and three standing Committees of the Board (Governance; Finance; and Management Resources & Compensation).

Board Chair:

The Board Chair presides at all meetings of the Board and of the Executive Committee and performs such duties as may be required under the by-laws, or as are incidental to the office. The Board Chair is an ex-officio member of all Committees of the Board.

Committee Chairs:

The Committee Chairs assign work to the Committee members, sets the agenda and Chairs the Committee meetings, and also ensures meeting minutes have been distributed. They are responsible for setting the tone for the Committee work, and ensuring that Committee members have the information needed to do their jobs. The Committee Chairs are responsible for reporting to the Board on Committee activities, decisions and recommendations to the Board.

Board Member Recruitment:

The Governance Committee assists the Board in selecting proposed new Board members according to their skill, experience and personal qualities. The Board will seek a balance within the Board concerning the skills and experience of Board members, while considering any unique or special requirements of EfficiencyOne at a particular time.

Needs Identification

When a vacancy is due to occur on the Board, the Board, with the assistance of the Governance Committee, will review and consider the needs of the Board in relation to the situation involved (i.e. Board member resignation/replacement). The Governance Committee will assist the Board in determining the number of Board members required to be recruited, and will complete and/or update the Board competency matrix. The matrix will identify what gaps might exist on the Board as a result of the Board member vacancy or vacancies, and will assist the Board in determining what skills, knowledge and experience a new Board member should have in order to be considered.

Recruitment

Once the Governance Committee has determined what gaps are required to be filled, the recruitment process can be undertaken. The Governance Committee will prepare a recruitment ad for posting in newspapers and/or via the internet to gather names of potential candidates. In addition, the Governance Committee will also gather other names of potential candidates through referrals and/or recommendations from current Board members and the CEO. The Governance Committee will review all applicant submissions and create a short list of candidates for interviews. Candidates will be contacted to confirm their interest, provide them with an information package and to schedule a time to meet with the Governance Committee.

Selection

The selection process begins with the Governance Committee reviewing all of the necessary background information on each candidate to be interviewed (i.e. application, resume/biography). Comprehensive interviews, involving the Governance Committee and the short listed candidate, take place. During the interview, the Governance Committee provides each candidate with relevant information pertaining to EfficiencyOne and the position of Board member. In addition, the Governance Committee asks a series of pre-determined questions of each candidate to assist in assessing their suitability. Once interviews have taken place, it is the responsibility of the Governance Committee to conduct the necessary background checks on the candidates that were determined to be successful in the interview process.

Approval

Once the results of the background checks have been obtained, the Governance Committee shall determine what candidate(s) should be recommended as a Board member to the current Board for approval. The Governance Committee will provide a report and recommendation to the Board for approval on the candidate(s) to be appointed at EfficiencyOne’s annual meeting of Members. Once approval by the membership is obtained, the Board Chair will extend offers for acceptance by the successful candidates. Once offers are accepted, the new Board member(s) will be offered orientation training relevant to their position as an EfficiencyOne Board member.

Terms of Office and Re-Election

A member of the Board can be appointed for a term of three years and may be appointed for a second consecutive term. He/she remains in office until the expiry of his/her term, or until the member resigns, or is reappointed or replaced. A Board member may be appointed for a term or consecutive terms exceeding six years where the Board, by resolution, so determines. Where a vacancy occurs on the Board, the Board may appoint a person to fill the vacancy for the balance of the term of the member replaced. When a Board member is eligible for re-election, the Governance Committee determines his or her qualifications and continued interest in serving as a Board member. The Governance Committee then makes recommendations to the Board at EfficiencyOne’s Annual Meeting of Members regarding re-elections. The terms for EfficiencyOne Board members will be staggered to ensure a smooth succession of Board members and continuous governance of EfficiencyOne.

Board Evaluation

The Board has established an evaluation process that includes evaluating the collective performance of the Board, evaluating the performance of each Board Committee, and evaluating the performance of individual Board members.