Board Policy CA-215: Remuneration for Members of the Board of Directors

Effective date: 2022-06-21

Policy

General provisions

This policy applies to the Chairman and members of the Board of Directors (the “Board”) of Vitalité Health Network (the “Network”).

The Chairman and members of the Board are not employees of the Government of New Brunswick and are not subject to employment conditions set by the latter.

Except for travel expenses, no remuneration is offered to:

• Employees of the Government of New Brunswick;
• Employees of any agency, board or commission;
• Employees of the Government of Canada;
• Employees of any municipal government;

who are designated to serve as representatives or officially appointed as part of their employment.

Remuneration may be offered to an employee who was appointed for personal purposes. If a meeting is held after working hours, the employee is entitled to the per diem allowance. If a meeting is held during regular working hours, the employee can, with the consent of his or her employer, receive his or her regular salary or take a leave without pay and receive the per diem allowance.

Remuneration can only be offered to the individual designated in the act appointing him or her as a Board member.

Per diem allowance

The maximum rate of the per diem allowance paid to the Chairman and members of the Board is $500 per day of meeting, even if the travel time or stay exceeds a full day (24 hours). The allowance is paid as indicated below.

Formal meetings or hearings

The appointed individuals who attend a formal meeting or hearing lasting for a maximum of four hours, including the actual travel time¹, receive half of the per diem allowance.

The appointed individuals who attend a formal meeting or hearing lasting for more than four hours, including the actual travel time¹, receive the full per diem allowance.

No remuneration is offered for ancillary meetings or activities held before or after formal meetings or hearings. These meetings and activities are considered as being included in the per diem allowance.

No distinction is made between attending in person and attending by electronic means (videoconference, telephone, etc.) or by any other means that can allow meeting participants to communicate adequately among themselves.

Only one per diem allowance will be paid to an appointed individual for a given day. This restriction applies for instance to people who sit on the board of directors of several Crown corporations, organizations, councils or commissions and who are required to attend more than one meeting in a day.

Decision and report writing

Remuneration may be offered for the time required to write decisions or reports if such work is reasonably expected to take at least two hours up to a maximum of one day.

No remuneration is offered to review reports.

Meeting and hearing preparation

Additional remuneration up to a per diem allowance can be offered for the time required for preparation if such work is an important part of the tasks assigned to the individual and is above and beyond the regular preparations for a meeting or hearing (e.g., extensive research, developing a work document, etc.).

No remuneration is offered for activities such as reviewing the agenda, collecting information, or other regular activities held as part of preparations for a meeting. These activities are considered as being included in the per diem allowance.

Other official functions

Except in the case of express legislative restriction, the Chairman and members of the Board who are asked by the Chairman to perform official functions on behalf of the Board are entitled to remuneration at a daily rate equivalent to the per diem allowance:

• For a day not exceeding for four (4) hours of work, members are entitled to half of the per diem allowance;
• For a day involving more than four hours’ work, members are entitled to the full per diem allowance.

Members are not remunerated for the time they spend on their own initiative attending conferences, delivering speeches, or participating in social events, and they are not entitled to reimbursement for their meal or travel expenses while attending these events.

Travel expenses

Expenses to travel to and from a Board meeting are not reimbursed, except if the member lives more than 16 kilometers away from where the meeting is being held.

Members who incur travel, lodging, meal and other petty expenses as part of their functions as Board members are entitled to reimbursement at the rates set by the Board of Management for travel allowances in Policy AD-2801 (see Appendix CA-215-2).

A $5 allowance is granted for personal expenses made per night of travel (for instance, personal phone calls, luggage fees, etc.).

Membership fees and dues paid to professional associations are not reimbursed.

Others

Members' remuneration (per diem) is subject to withholding taxes for tax, the Canada Pension Plan and Employment Insurance

Reimbursement of travel expenses are not subject to payroll deductions for Canada Pension Plan and employment insurance.

Remuneration is reported every year to the Canada Revenue Agency on a T4A supplementary slip.

Members are covered by Policy AD-3108 of the Board of Management as regards personal liability.

¹ “Actual travel time” means the time required for a Board member to travel to a meeting of the Board or of its committees.