April 24, 2008
Board Manual and Code of Conduct to guide TransLink’s Directors

TransLink has posted its “Board Manual and Code of Conduct” document on its website, which will give the public more insight into how the new Board of Directors will operate as it guides the growth and development of Metro Vancouver’s transportation network.

Chair Dale Parker says the move is an important step in the Board’s process to raise public awareness of TransLink’s new governance structure. “Given the substantial change that took place last January 1st, the people we serve need a way to judge what exactly they’re getting with this kind of Board. TransLink’s former Boards operated under a municipal governance system that served the public well,” he says.

Governance describes the structure and process of leadership in an organization. Decisions on governance define the authority held by the organization’s leaders and what the public can expect in terms of their conduct and performance. In TransLink’s case, a review of its governance led to new provincial legislation, the South Coast British Columbia Transportation Authority Act, which was passed last November.

“With the legislation in place, the Board saw the need to ‘codify’ – to set down in formal terms – the new processes including how decisions were going to be made and both the terms of references and the roles and responsibilities of all the groups who were going to participate in TransLink’s governance. Then, we wanted to make it all available to the public so that they could see for themselves how effectively the new governance structure deals with the issues of accountability and transparency,” says Parker.

Doug Hayhurst, Chair of the BC chapter of the Institute of Corporate Directors, says TransLink’s approach is ‘at the forefront of good governance practices.’ “Strong governance, meaning complete structures and processes to direct and control an organization, and experienced and independently-minded Board members are the foundations for sound performance and public accountability. I highly commend the new TransLink Board for establishing and publishing such high standards for itself and the organization. This is a tremendous start for TransLink’s new structure. “

Its new governance model provides stronger oversight in key areas, such as major construction projects and real estate, plus stringent scrutiny of real or perceived conflicts of interest, including specific requirements for Directors to disclose ownerships and business interests.

“The new Board includes directors with significant experience in large infrastructure projects and in real estate development. In fact, they were chosen for exactly those abilities because TransLink will have a much larger role in those areas,” Chair Parker says. “At the same time, the provisions for identifying and addressing real or perceived conflicts of interest and other issues covered by the new Code of Conduct are more concise than TransLink has had in place before and, just by virtue of being open to public scrutiny, are far more stringent.”

One feature of TransLink’s new governance structure is a “Conduct Review Advisor;” a neutral expert who provides independent advice to the Board on the appropriate interpretation of the Code of Conduct when conflict of interest or ethical issues arise. “This is a feature of the governance model you get with this type of Board,” Parker says.

“TransLink is a unique and complex organization that must perform according to the expectations of a very broad range of stakeholders,” he says. “We have taken great pains to establish a model that can stand as ‘good governance’ in the face of critical review.

“The Board Manual and Code of Conduct must be more than a set of rules for Directors. It must let the public know very clearly what it can expect of us as TransLink enters an era of unprecedented transportation expansion, investing billions of dollars of public funds in projects that will have a profound impact on the environmental, social and economic wellbeing of our region,” Parker says.

Note: The Board Manual and Code of Conduct can be found on line at: