The Handbook of Board Governance, 3rd Edition

47Model Individual Director Position Description

Richard W. Leblanc, FCMC, CMC-AF, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, York University, and Independent Governance Advisor

Table of Contents

• Introduction
• Director Effectiveness and Contribution
• Ethical Business Conduct
• Meetings
• Governance
• Independent Advisors
• Position Description Amendment and Review
• About the Author

Introduction

Each individual Director of the Board of Directors (Board) of the Organization contributes to the effectiveness of the Board and the governance of the Organization.

Individual Directors shall take all reasonable steps to ensure that they prepare for and attend (1) all regularly scheduled Board and Board Committee meetings of which they are a Member; (2) the Annual Meeting or at a Special General Meeting of Shareholders (or the equivalent); and (3) the Annual Governance and Strategy Retreat, for the full duration of each meeting, in person, by video, or by telephone conference call, as the case may be, and as collectively decided by the Board. Best efforts shall be made to attend any unscheduled Board and Committee meetings.

Each individual Director of the Organization shall contribute actively, collectively, and collegially to the effective governance of the Organization.

Each individual Director of the Organization shall fulfill the following:

Director Effectiveness and Contribution

1. Advise the Chair of the Board of any change(s) in their professional affairs that ...