- Governance Structure
"Bell Canada's expanded reporting on its environmental, social and governance performance is laudable. The company's use of the Global Reporting Initiative (GRI) guidelines puts it at the forefront of Canadian telecommunications companies for triple bottom line disclosure."
Laurie Uytterlinde Flood, Analyst, Jantzi Research Inc.
We believe that good corporate governance practices play a direct role in the creation and maintenance of shareholder value. To that end, we seek to attain and maintain high standards of corporate governance, often exceeding those set out by regulators. Our board of directors and management teams are committed to protecting the interests of all stakeholders and are guided by this commitment in their management of Corporate Responsibility issues.
General Governance Structure
BCE currently has a board of directors composed of 15 members as well as four committees, responsible for corporate oversight and strategies. All members of the board of Bell Canada are also members of the BCE board. The board of directors has adopted a written Board Charter setting out its responsibilities, as well as a Statement of Corporate Governance Principles & Guidelines, which includes a general description of the board's expectations and responsibilities of individual directors. The board regularly reviews its structure, practices and composition. It also initiates changes to improve its efficiency and effectiveness. For more information on board members, the board's charter and Statement of Corporate Governance Principles & Guidelines, the board's committees and the committees' charters, please see the Governance section.
Oversight of Corporate Responsibility (CR) and CR Policies
Responsibility for overseeing economic, environmental and social risk is divided among the Audit committee, the Management Resources and Compensation Committee (MRCC) and the Corporate Governance Committee (CGC). Their respective responsibilities are as follows:
- Audit Committee: Reviews, reports and, where appropriate, provides recommendations to the board of directors on the company's risk management and environmental risks. The Audit Committee is responsible for oversight of compliance with the Company Code of Business Conduct. This committee also reviews, reports and, where appropriate provides recommendations to the board of directors on BCE's and Bell Canada's environmental policy, and oversees the company's Environmental Management & Review System. A management level Environmental Issues Network (EIN) Committee has been established to ensure that the company's environmental policy is current and that the company is taking the necessary actions to comply with its environmental policy. EIN committee members include:
- Chief Legal Officer
- Corporate Secretary and Lead Governance Counsel
- President, Operations (Bell Canada)
- Senior Vice-President - Audit and Risk Management
- Senior Vice-President & Treasurer
- MRCC: Oversees the company's health and safety policies and practices. BCE's Chief Talent Officer is responsible for the implementation of these particular policies.
- CGC: Oversees the company's community investments. The Executive Vice-President, Communications & Corporate Development, oversees the implementation of our community investment policies. This committee also reviews, reports and, where appropriate, provides recommendations to the board of directors on our Code of Business Conduct.
Delegation of Authority
The responsibilities of the board with respect to its supervision of the management of the company's business and affairs are set out in the Board Charter. The board's delegation of authority to the President and Chief Executive Officer and management personnel to manage the day-to-day business of BCE and Bell Canada are set out in their respective Policies on Authorizations. These documents also list the nature and dollar-amount limits of corporate actions that management may carry out without prior approval from the board. Any corporate action that does not adhere to specified essential conditions or that exceeds the dollar-limits of authority under these policies requires prior approval by the board.
Expertise of Board Members
Our objective is to have a sufficient range of skills, expertise and experience to ensure that the board can carry out its responsibilities effectively. We also seek to have a reasonable geographical representation that reflects where our shareholders live and where we conduct our business. Directors are chosen for their ability to contribute to the broad range of issues with which the board routinely deals.
On a regular basis, the CGC reviews the current profile of the board, including average age and tenure of individual directors and the representation of various areas of expertise and experience.
Executive Compensation
Information on board and executive compensation can be found in BCE's 2006 Notice of Annual and Special Meeting and Management Proxy Circular.
Board Independence and Alignment with Standards
The boards of BCE and Bell Canada have adopted director independence standards that are consistent with the Canadian Securities Administrators Governance rules and NYSE rules. Based on these standards, all directors other than the President and Chief Executive Officer are considered independent. In addition, each committee of the board consists only of independent directors, and all members of the Audit committee are considered independent under the more stringent audit committee independence tests under the applicable Canadian and NYSE rules. For details, please see the Director Independence Standards.
Although BCE and Bell Canada are not required to comply with most of the NYSE rules, our governance practices generally comply with these rules. Consult the summary of the significant ways our governance practices differ from the NYSE's.
