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Board Policy 5 – Executive Expectations of the Chief Executive Officer (CEO)

1. Introduction

Table of Contents

Executive expectations are a mechanism that allows the Board to exercise appropriate control, promote accountability and foster flexibility, innovation and creativity to benefit CPATA’s purpose. They protect the well-being of CPATA from risk while encouraging the CEO to improve processes and identify new responses to needs of CPATA in a controlled manner.

2. General requirements

The CEO is the chief executive officer of CPATA and under the direction of Board is responsible for the management and coordination of all phases of the operation, administration, finances, organization, supervision and maintenance of all activities of CPATA. 

 The CEO performs all the functions and duties normally associated with the office of   chief executive officer, including: 

  • putting into effect all policies and procedures established by Board or a committee acting under its authority; 
  • counselling and assisting the Board and any committee in the development, adoption, implementation, and advancement of the various activities of CPATA and its Regulatory Objectives, Standards and Policies; 
  • engaging employees and directing personnel in the ongoing administration of approved policies and programs; 
  • executing documents on behalf of CPATA; and 
  • performing such other functions and duties as may be assigned by Board. 

The CEO shall not cause or allow any practice, activity, decision or organizational circumstance that is imprudent or violates the Act, Regulations, other applicable legislation, Society policies, professional ethics or commonly accepted business and management practices. 

The CEO must participate in the annual performance review. 

The CEO shall ensure that all policies necessary for the operation and management of CPATA are created, kept current, documented and followed. Such policies shall follow applicable legislation, professional ethics and best business and management practices. 

3. Employees

The CEO ensures working conditions for employees of CPATA are fair, dignified and safe, and in compliance with applicable legislation, employment contracts, professional  ethics and best business and management practices.

The CEO ensures all there are current position descriptions in place for all employees that contain a description of the competencies required and performance expectations

The CEO ensures regular performance reviews are conducted for all employees in  accordance with CPATA’s Human Resources Policies and Procedures.

4. Employment, Compensation and benefits

Employment, compensation and benefits of employees, consultants and contract workers accord with approved budgets and shall not jeopardize the public image or the fiscal integrity of CPATA.

In particular, the CEO must:

  • not change their own compensation and benefits, or receive benefits outside of the approved compensation plan;
  • ensure compensation and benefits included in the budget do not substantially deviate from the mean salary for similar positions in the national Capital Region market; and
  • ensure employees use their vacation entitlement without carrying over vacation time from  one year to the next, other than what is allowed by CPATA’s human resources management policies.

5. Backup and cross-training

The CEO must ensure:

  • appropriate succession planning is in place for the CEO and staff;
  • all staff have designated employee backups; and
  • appropriate cross-training exists within CPATA so in the event of the absence of a critical employee, the work of that person can be carried on by others at least on an interim basis.

6. Strategic Goals and Objectives

The CEO shall facilitate Board’s development and approval of a current Strategic Goals      and Objectives that sets the strategic direction for Board and CPATA.

7. Annual Activity Plan

The CEO ensures Board considers and approves the Annual Activity Plan for the successive Board year, which plan shall be consistent with the Strategic Goals and Objectives and developed with the input of the Officers, Board members, the Executive Committee, committee chairs and senior staff.

8. Planning calendar

The CEO develops and regularly updates a 12-month planning calendar that submitted to Board at each meeting for its review in conjunction with an update on the Annual Activity Plan.

9. Finances

In October, the CEO presents an annual budget to the Board for approval, together with three-year projections, which budget:

  • contains expenditures that do not exceed forecasted revenues
  • allocates resources that do not deviate substantially from broadly stated organizational goals and priorities;
  • corresponds with the priorities and objectives of the Annual Activity Plan and Strategic Goals and Objectives;
  • contains credible projections of revenues and expenses;
  • separates capital and operational items; and
  • discloses planning assumptions, risk factors and cash flow projections.

The CEO provides regular written reports to the Risk and Audit Committee on CPATA’s financial situation that specifically advises of any material change in assumptions or expected deviation in projected revenue or expenditures (material means variances from budget that are greater than five per cent or $10,000.00). Current reports are provided to Board at each meeting.

10. Risk - Financial Reporting and accountability

The CEO ensures:

  • expenditures are made in compliance with the budget but the CEO may reallocate between items in the budget within guidelines provided by the Audit and Risk Committee;
  • appropriate signing authorities and banking resolutions are kept current;
  • tax payments and other government-required remittances and other deductions are current and  so certifies to the Board as part of each written report;
  • sufficient funds are always available to meet current obligations in a timely manner;
  • receivables  are addressed in a timely manner; and
  • cash and funds are handled in accordance with applicable standards; 
  • an Enterprise Risk Management Policy is developed, approved by the Board, on advice of the Audit and Risk Committee, and there are annual reviews and reports to the Board on the Policy;
  • instructions to CPATA’s auditors include:
    •  a requirement for independent review and reporting on CPATA’s statutory compliance obligations, and 
    • a review of risks usually associated with an organization like CPATA, identified by the CEO, the Audit and Risk Committee, the Board and the Auditors.

11. Risk – Statutory Compliance

The CEO ensures:

  • CPATA complies with its obligations under the Privacy Act, the Access ti Information Act, The Official Languages Act, the Canada Labour Code and any other federal legislation that applies to it;
  • CPATA complies with the provisions if The College of Patent Agents and Trademark Agents Act, the College’s Regulations and By-laws

12. Risk Management and Asset Protection

The CEO ensures CPATA’s tangible and intangible assets are adequately protected and maintained and are not subject to unnecessary risk.

In particular, the CEO ensures:

  • property and equipment are properly maintained and not subject to improper wear and tear or to unauthorized access;
  • plans are in place to replace depreciated assets;
  • intellectual property, information and files are properly protected from loss, theft or significant damage;
  • CPATA has adequate insurance protection against all risks and in particular those risks that are heightened because of the viryual nature of CPATA’s operations;
  • CPATA has adequate liability insurance protection for CPATA, its employees and agents working on behalf of CPATA;
  • CPATA has a current technology plan, together with current information technology policies;
  • information systems are properly maintained, and appropriate backups exist for electronically stored information; and
  • CPATA meets legislative requirements for records retention, confidentiality, privacy and freedom of information.

13. Whistleblowing

The CEO ensures CPATA has a Board approved Whistleblowing Policy that is reviewed annually by the Audit and Risk Committee and recommended changes are address by the Board.

14. Litigation policies

The CEO instructs counsel on behalf of CPATA in all matters in which CPATA is  a party to litigation or to judicial or quasi-judicial proceedings and is not represented by its insurer.

In hearings conducted by the Discipline Committee, the CEO  instructs counsel for CPATA in accordance with the approved policies. 

Any participation by CPATA in litigation or in judicial or quasi-judicial proceedings in which  it is an applicant, appellant, intervener or plaintiff must be authorized by the Board, which shall set out the scope of CPATA’s role in the matter.

In matters where CPATA, its employees, Board or committee members are named as a defendant or a responding party in litigation or in judicial or quasi-judicial proceedings, the CEO must:

  • advise the Board as soon as practicable;
  • report to the matter to CPATA’s insurers as soon as practicable for a determination of whether the matter is covered by the terms of the insurance policy, and report the results to the Board;
  • if the matter is not covered by insurance, retain and instruct counsel for CPATA, its employees, Board or committee members, and provide direction with respect to the nature and scope of CPATA’s role in the matter, in consultation with the Executive Committee as practicable; and
  • report to the Board on the status of the matter from time to time.

The CEO advises of the status of litigation matters at all  regular Board meetings or at special meetings called for that purpose.

15. Support and communication

The CEO supports the Board, committees and all those who provide assistance to CPATA through both leadership and administrative support.

In particular, the CEO ensures:

  • there is full communication with the Board on all relevant matters  at Board meetings or between Board meetings, which communication contains appropriate information to allow members to be adequately informed of the issues;
  • written monitoring reports, required by the  Board, are provided in a timely, accurate  and  understandable fashion;
  • the Board is informed of relevant trends, significant issues, adverse media coverage, significant  internal or external changes and any other information that might reasonably impact Board policy or the reputation of CPATA;
  • the Board is informed if, in the CEO’s opinion, the Board fails to comply with its own policies, or if there has been conduct that is detrimental to the relationship between the CEO and Board;
  • official Board communications such as minutes and Board packages are distributed no later than one week prior to Board meetings;
  • Board deliberations are informed by appropriate staff  and external points of view on issues and options;
  • appropriate briefing information and support are provided to the Board to assist them in carrying out their duties, including any presentations to the public or licensees;
  • the Board is assisted in overseeing the engagement with the profession and external stakeholders.

16. Licensee and public relations

Together with the Chairperson, the CEO is the person primarily responsible for the public image of CPATA and shall present that image in a credible way so as to advance CPATA’s purpose, strategic direction and values.

In particular, the CEO ensures:

  • accurate and effective communications strategies and practices are in place, both licensees and  the public;
  • effective public, government and stakeholder relations strategies are in place;
  • information regarding Board decisions is readily available; and
  • employees or agents of the College, unless specifically authorized, do not make public presentations on  matters of Board policy.

17. Strategic alliances

Because CPATA’s relationships with individuals and organizations involved in innovation and intellectual property issues are critical to achievement of its strategic goals, and because the CEO plays a vital role in developing, nurturing and enhancing the quality and     extent  of these various relationships for the benefit of CPATA, the CEO  ensure:

  • external relationships are developed and maintained with maximum effectiveness with organizations having an interest in innovation and intellectual property;
  • opportunities for the development of new external relationships and partnerships are identified; and
  • there are meetings between CPATA and Industry, Science and Economic Development (ISED) and the Canadian Intellectual Property Office (CIPO,  and the  Board is advised how this work benefits CPATA