Governance

The Bank of Canada Act provides the legal authority and framework for governance of the Bank of Canada.

Board of Directors

The Bank’s Board of Directors is composed of:

• the Governor
• the Senior Deputy Governor
• a maximum of 12 independent directors
• the Deputy Minister of Finance (who is an ex officio, non-voting member)

Pursuant to the Bank of Canada Act, the Governor is both:

• Chief Executive Officer of the Bank
• Chair of its Board of Directors

As Chair, the Governor leads the Board’s oversight of corporate, financial and administrative matters, including strategic planning, finance and accounting, risk management, human resources and other internal policies. Monetary policy is neither formulated nor implemented by the Board. However, directors regularly provide insight on prevailing economic conditions in their respective regions and sectors.

All independent (non-management) directors are appointed for a three-year renewable term by the Minister of Finance with the approval of the Governor in Council. In 2023, four individuals joined the Board of Directors:

• David Dominy, Ernie Daniels and Shelley Williams were appointed in January.
• Carlos Leitão was appointed in May.

The independent directors elect a lead director for a two-year renewable term. The lead director provides leadership to improve the Board’s effectiveness and acts as a key point of contact with the Governor.1 Claire M. C. Kennedy was reconfirmed as lead director in 2022 and continued in this role in 2023.

The Bank of Canada Act and the Conflict of Interest Act specify eligibility requirements for members of the Board and outline rules to prevent conflicts of interest.

The Board also requires its independent directors to follow the Bank’s Code of Business Conduct and Ethics for Directors.

See the 2023 Board of Directors.

Committee structure and meetings

The Board of Directors has five standing committees, each of which has terms of reference and an annual work plan to guide its activities. The Bank of Canada Act also provides for an Executive Committee that is accountable to the Board and that can act in place of the Board. Each standing committee of the Board, except the Pension Committee, consists solely of independent directors.

Bank of Canada management

Governor and Senior Deputy Governor

The independent members of the Board of Directors appoint the Governor and Senior Deputy Governor for a seven-year term, with the approval of the Governor in Council. The length of this term allows the Governor and Senior Deputy Governor to adopt a long-term perspective. This is essential to the Bank’s effectiveness in conducting monetary policy and performing its other core functions.

The salaries of the Governor and Senior Deputy Governor are within ranges established by the Government of Canada’s Advisory Committee on Senior Level Retention and Compensation. All elements of their total compensation are determined by the Board, subject to the approval of the Governor in Council (the Cabinet). As stipulated in section 6(3) of the Bank of Canada Act, their salaries may not include any element in the form of a commission or that is computed by reference to the income or profits of the Bank.

Governing Council

Pursuant to the Bank of Canada Act, the Governor:

• has specific authority and responsibility for the business of the Bank
• oversees the Bank’s core functions with assistance from the Senior Deputy Governor and the Deputy Governors

The Governor, Senior Deputy Governor and Deputy Governors constitute the Bank’s Governing Council. This policy-making body is responsible for decisions about monetary policy and financial system stability.

Two internal committees are in place to provide advice:

• The Monetary Policy Review Committee assesses economic conditions in Canada and provides advice to Governing Council on monetary policy.
• The Financial System Review Committee is the main forum for presenting and discussing issues related to the financial system.

Three changes to the composition of the Bank’s Governing Council took place in 2023:

• In January, Nicolas Vincent was appointed to the newly created role of external, non-executive Deputy Governor for a term of two years, effective March 13.
• In April, Deputy Governor Paul Beaudry announced he would leave the Bank at the end of July.
• In May, Rhys R. Mendes was appointed to the role of Deputy Governor, effective July 17.

Bank of Canada management structure

Executive Council is responsible for helping the Governor oversee the Bank’s strategic direction. It is composed of Governing Council (excluding the external, non-executive Deputy Governor), the Chief Operating Officer (COO) and the Executive Director, Supervision.

As members of Executive Council:

• the COO oversees strategic and operational planning, administration and operations
• the Executive Director, Supervision is responsible for the supervision of retail payment service providers and the oversight of financial market infrastructures

In October, the Bank announced that Nick Leswick would be joining Executive Council in the newly created role of Executive Director of Policy (effective January 2024).

The Senior Management Council is composed of both standing and rotating committee members. It supports the work of Executive Council by overseeing:

• operational issues
• corporate programs
• strategic initiatives
• financial reporting
• annual planning
• risk management

From left: Chief Operating Officer Filipe Dinis; Executive Director, Supervision, Ron Morrow; external, non-executive Deputy Governor Nicolas Vincent; Senior Deputy Governor Carolyn Rogers; Deputy Governor Toni Gravelle; Governor Tiff Macklem; Deputy Governor Sharon Kozicki; and Deputy Governor Rhys Mendes.