Board Policies

Objective

This policy (this “Policy”) is intended to establish guidelines for conduct required of all directors and officers of The Waskesiu Foundation Inc. (the “Foundation”). The objective is to assist directors and officers of the Foundation to more effectively fulfill their statutory and fiduciary obligations and maintain a reputation for the highest standards of trust and confidence in serving the interests of all Foundation donors and stakeholders.  

The following guidelines are not intended to be exhaustive. If issues outside the explicit guidelines arise, they should be addressed in accordance with the general principles in this document or through the exercise of sound business and ethical judgment. These guidelines are supplementary to any statutory or common law duties and obligations, or any other standards of conduct applicable to directors and officers of the Foundation. 

As a director and/or officer of the Foundation, I agree to the following principles and responsibilities governing my conduct:​ 

Generally,
I acknowledge that:

• as a director and/or officer of the Foundation I am expected to adhere to the guidelines contained in all governance policies of the Foundation, to regularly attend meetings, and to participate on committees, as applicable;
• meeting materials will be provided in advance of each meeting and I am expected to review such materials and prepare myself accordingly;
• it is currently anticipated that there will be between 6 and 12 meetings of the Board each year, with special meetings as needed.

I will:

(i) act honestly and in good faith with a view to the best interests of the Foundation;

(ii) exercise a degree of care, diligence and skill that a reasonable person would exercise in comparable circumstances; and

(iii) promptly disclose any interests in material contracts or proposed material contracts, or any other actual or potential conflict of interest, in accordance with the Foundation’s Conflict of Interest Policy, as the same may be adopted and/or amended from time to time by the Board.

At all times, I will, subject to the provisions of applicable law, respect the confidentiality of sensitive or other confidential information acquired in the course of my duties, whether as a director or as an officer of the Foundation. In addition, I will at all times observe the provisions of applicable law protecting the privacy of personal information about individuals

Specific Guidelines

​​I specifically agree to adhere to and advocate the following principles and responsibilities governing my conduct as a director or officer of the Foundation:

1. I will at all times act with honesty and integrity.
2. I will avoid actual and apparent conflicts of interests with respect to the Foundation. A conflict of interest occurs when an individual's “private interest” (as defined pursuant to the Conflict of Interest Policy) interferes with - or even appears to interfere with - the interests of the Foundation as a whole.
3. When any issue arises that may present an actual or apparent conflict of interest, I will promptly disclose that issue in accordance with the Foundation’s Conflict of Interest Policy.
4. When acting on behalf of the Foundation, I will comply with all applicable laws and regulations and, where appropriate, with applicable rules, policies and procedures imposed by public regulatory agencies.
5. When acting in the capacity as a director and/or officer of the Foundation, I will act as appropriate to ensure the Foundation complies with such applicable laws, regulations, rules, policies and procedures.
6. I will use best efforts to ensure that all confidential information of the Foundation, that of its Member(s), and confidential information of entities or individuals making donations to, or seeking grants, funding or other assistance from, the Foundation, is not used by me in any individual capacity except as specifically approved and permitted by the Board.
7. I will deal fairly with those with whom the Foundation works, including the Waskesiu Community Council, the Government of Canada, Parks Canada Agency, representatives of Prince Albert National Park, Members of the Foundation, and those entities or individuals making donations to, or seeking grants, funding or other assistance from, the Foundation.
8. I embrace the principle that no one representing the Foundation should take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation, or any other practice of unfair dealing.
9. I will use best efforts to protect the Foundation’s assets, to ensure that its funds are prudently invested, and to ensure their efficient use and, within the scope of my responsibilities as a director and/or officer of the Foundation, will also use best efforts to ensure that the Foundation’s assets are only used for legitimate purposes in keeping with the Foundation’s objects and in keeping with its mandate as a registered Canadian charity.
10. I recognize that, as a director or officer of the Foundation, I will proactively promote ethical behaviour.
11. When in doubt about the best course of action in a particular situation, I will encourage open discussion and communication and share all relevant concerns and information with the Board through its Chair and/or Vice-Chair.

I understand that I will be individually accountable to the Foundation for adherence to the requirements of this Code of Conduct

Policy Statement

Directors and officers of The Waskesiu Foundation Inc. (the “Foundation”) are required to use the utmost good faith in all their dealings involving the Foundation.  Directors must exercise their powers in a bona fide  manner, in the best interests of the Foundation, and not for any side purpose, special interest or other agenda.

The objective of this policy (this “Policy”) is to assist directors and officers of the Foundation to more effectively fulfill their statutory and fiduciary obligations to the Foundation. This Policy applies to all Office Holders (as that term is defined below) and is supplementary to any statutory or common law duties and obligations, or any other standards of conduct, applicable to Office Holders.

Interpretation

In this Policy, the following terms shall have the following meaning:

•  “associate” means:​
  (a) any person or other entity with which an Office Holder has an actual or proposed contractual or business relationship of any kind, including any relationship involving actual or potential ownership of securities or any other interest in a body corporate, partnership, joint venture or similar arrangement; and
  (b) anyone in a close personal or friendship relationship with an Office Holder, whether or not that relationship is conjugal;
• “Board” means the board of directors of the Foundation, collectively;
• “conflict of interest” means the performance by an Office Holder of his/her duties or functions of his/her office, while having knowledge that in carrying out the duty or function there is an opportunity to further his/her private interest;
• “Director” means a director of the Foundation;
• “family” means any person related by marriage, blood or adoption, and also includes anyone living with an Office Holder;
• “including” shall be deemed to be followed by the statement "without limitation" and shall not be construed to limit any word or statement which it follows to the specific or similar items or matters immediately following it;
• “office” means a directorship, office, position of employment, or any other office or appointment;
• “Office Holder” includes:
  (a) all members of the Board;
  (b) all Officers of the Foundation;
  (c) any employee of the Foundation; 
• (d) any person as may be designated as an Office Holder by the Board from time to time;
• “Officer” means an officer of the Foundation; and
• “Policy” means this Conflict of Interest Policy

Private Interest

For the purposes of this Policy, “private interest” means any material financial or other advantage or benefit to an Office Holder, to a member of his or her family, or to an associate which might reasonably be perceived by a well informed observer as capable of compromising the fair and impartial making of a decision or the carrying out of a duty or function on the basis of considerations properly related to that decision, duty or function, and for greater certainty includes any material, actual or promised:

• direct or indirect financial interest;
• appointment, contract or other arrangement for the provision of goods or services of any kind by the Office Holder or other person or by any body corporate or other entity in which he or she has an interest;
• offer of employment or promotion; and/or
• other advantage or benefit other than that provided by the Foundation, the Board, any other committee, or other organization, to relevant Office Holders.
  

A “private interest” does not include an interest arising from the exercise of an official power or the performance of an official duty or function that:

• applies to the general public; or
• concerns the approved remuneration or benefits of an Office Holder as such.

Potential Conflicts of Interest

An Office Holder must, upon being appointed, provide the Secretary of the Foundation with a declaration of all private interests they are aware of that could reasonably have potential to give rise to a conflict of interest for them. Each Office Holder will have an obligation to update his/her declaration from time to time as necessary to keep it current and comprehensive.

Prohibitions

Generally
An Office Holder must not carry out or participate in the carrying out of a duty or function, including the making of any decision, if he or she has a conflict of interest. In addition, an Office Holder must not use his or her office to seek to influence a decision, to be made by another person, to further the Office Holder’s private interest.

Insider Information and Use of Assets
An Office Holder shall not knowingly use information that is obtained in the course of carrying out his or her duties that is not generally available to members of the Foundation to further or seek to further his or her private interest. In addition, an Office Holder shall not knowingly disclose information to any individual or organization that could provide an advantage not generally available to other individuals or organizations that may be in competition with the recipient of the information.

An Office Holder shall not use assets owned, controlled or provided by the Foundation, as the case may be, (including but not limited to equipment, office space, or materials) to further his or her private interest, or otherwise except for approved purposes.

Accepting Extra Benefits
An Office Holder must not accept a fee, loan, gift or any other private benefit of any kind that is connected directly or indirectly with the performance of his or her duties as such, except:

• to the extent duly authorized by the Board; or
• to the extent a gift or private benefit that is received as an incident of the protocol or social obligations that normally accompany the responsibilities of office.
  

If the value of a gift or private benefit referred to in the exceptions above exceeds $200 in value, or if the total value received directly or indirectly from one source in any 12 month period exceeds $300, the Office Holder must immediately disclose particulars of the gift or benefit in writing to the Board indicating:

• the nature of the gift or private benefit;
• its source; and
• the circumstances under which it was given and accepted, and shall transfer the gift or benefit to the Foundation or as may otherwise be directed by the Board. 

Procedure on Conflict of Interest

Disclosure by Office Holder
An Office Holder who has reasonable grounds to believe he or she has a conflict of interest must immediately:

• disclose the general nature of the conflict; and
• if present at a meeting or participating in any other process considering the matter, withdraw from the meeting or other process without participating in the discussion, making any comment or voting on the matter; or
• if the matter is other than a meeting or other process to consider the matter, refrain from participating in the carrying out that duty or function.
  

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If an Office Holder breaches this Policy and the Office Holder, or his or her family member or associate thereby realizes any financial gain, the Office Holder shall on demand pay the amount so gained to the Foundation, together with all reasonable legal and accounting fees and disbursements and other costs incurred by the Foundation to investigate and enforce such claim.

Rulings

On the request of the relevant Office Holder, the Board shall be entitled to conclusively determine:

• whether a private interest exists;
• whether a conflict of interest exists;
• whether a proposed course of action by an Office Holder would constitute a breach of this Policy; and
• whether, in the event a course of action would or may constitute a breach of this Policy, the requirements of the Policy should be waived

Our financial control processes fall under the following specific key control activities:

 Segregation of Duties:

• Two signatures are always required on all Foundation cheques. The original documentation attached to, and supporting, each issued cheque, must be reviewed and initialed (confirming review and approval) by both cheque signers. One signature cheques and pre-signed cheques are not permitted.
• Two authorizations are always required for electronic fund transfers (EFTs) and Interac transfers. The original documentation supporting each issued EFT, or Interac transfer, must be reviewed and initialed by the first approving officer who then creates an EFT/Interac transfer under his/her user ID and password in the banking software. The second approver logs into the banking software using his/her own user ID and password, and gives second level approval. The EFT or Interac transfer is usually processed by the bank within 24 hours.
• All donations of $25 or more are verified with the donor, by issuance of a receipt. The receipting of donations and donor database management is completed by the Foundation’s Administrator, and is segregated from the Treasurer. On a semi-annual basis, the Administrator’s donor database is reconciled through the third party database provider (Blackbaud) to the Foundation’s internal financial records.
  

Proper Authorization of Transactions and Activities:

• Two signatures are always required on all Foundation cheques. The original documentation attached to, and supporting, each issued cheque, must be reviewed and initialed (confirming review and approval) by both cheque signers. One signature cheques and pre-signed cheques are not permitted.
• Two authorizations are always required for electronic fund transfers (EFTs) and Interac transfers. The original documentation supporting each issued EFT, or Interac transfer, must be reviewed and initialed by the first approving officer who scans it and emails to the second approving officer. The second approver confirms approval by email. Single approver EFTs and/or Interac transfers are not permitted by the banking software.
• All withdrawals of Foundation investments must be authorized in writing by two designated Foundation Board members (any two of the Chair, Vice-Chair or Past Chair, and Treasurer).
• All Foundation disbursements are made by cheque, EFT or Interac transfer. The Foundation does not have any credit cards.
• The Foundation’s receipts are almost all by way of cheque or online credit card, occasionally by Interac e-Transfer, and infrequently by cash transactions. All donations of $25 or greater are verified/confirmed with the donor, by the issuance of a charitable receipt to the donor by the Foundation’s Administrator.
  

Adequate Documents and Records:

• All transactions are supported by original source documents.
• An electronic detailed receipts journal, disbursements journal, and general ledger are maintained and reconciled on a current basis.
• Detailed interim financial reports are prepared by the Treasurer, and are provided to the Foundation’s Board of Directors for review and approval, including comparatives with prior years and explanation of year-over-year variances.
• The Foundation’s website is encrypted with an SSL certificate. The online donation form is encrypted and is secured by a reputable third party provider (Blackbaud). The Foundation’s Treasurer reconciles all donations received through the third party with corresponding deposits made to the Foundation’s bank account.
• The Foundation accepts payments via Interac e-Transfer, using a password protected unique email address set up specifically for auto deposit to the Foundation’s bank account. The Foundation’s bank confirms each deposit amount and the name of the depositor by an auto-generated email to the Foundation using the email address referenced above. The Treasurer reconciles this deposit information with the Foundation’s financial records. If the deposit is a donation, the Administrator will reconcile this deposit information with the donor database. Access to the email account, whether authorized or unauthorized, does not give any access to the Foundation’s bank account.
  

Physical Control Over Assets and Records:

• The Foundation’s electronic records and source documents are securely maintained and stored at the Treasurer’s residence.
• All other Foundation documents are kept electronically on the Foundation’s password protected folder maintained and backed up with Microsoft OneDrive.
• The Foundation’s corporate minute book and legal records are maintained on a current basis and are securely stored at the Foundation’s lawyer’s office. The Foundation’s assets (bank account and investments) are securely held, by Canadian chartered financial institutions, on behalf of the Foundation. The bank and investment statements provided by the financial institutions are reconciled by the Foundation’s Treasurer on a monthly basis.
• The online donation form is encrypted and is secured by a reputable third party provider (Blackbaud). The Foundation’s Treasurer reconciles all donations received through the third party with corresponding deposits made to the Foundation’s bank account.
• The Foundation’s Administrator issues charitable tax receipts and keeps records of donations in an online database. The Administrator has an online credit card donation record, an auto-deposit Interac e-Transfer record or a scanned image of a cheque to support each charitable donation receipt that is prepared.
  

Board and Independent Financial Oversight:

• Detailed interim financial reports are prepared by the Treasurer, and are provided to the Foundation’s Board of Directors for review and approval, including comparatives with prior years and explanation of year-over-year variances.
• All Foundation disbursements and investment withdrawals are reviewed and approved by two Foundation Board members (any two of the Chair, Vice-Chair or Past Chair, and Treasurer).
• A full financial audit is completed on an annual basis by a qualified independent third party accounting firm. The annual audited financial statements are reviewed and approved by the Foundation’s Board of Directors.