Corporate Governance


Leadership

Board of Directors

William (Bill) Lahey, B.A., B. A. (Juris), LL.M., Chair of the Board of Directors

William Lahey has recently been appointed as the next President and Vice-Chancellor of the University of King's College and will be the university's 25th president commencing on July 1, 2016. He is currently an Associate Professor at the Schulich School of Law at Dalhousie University. Bill's diverse legal career started with clerking for the Supreme Court of Canada. Since then he has worked in private and government legal practice as well as academe, and served as an Assistant Deputy Minister of Health and as a Deputy Minister of Environment and Labour for Nova Scotia. He is also the Chair of the Nova Scotia Health Research Foundation and the Board of Directors of the Canadian Centre for Ethics in Public Affairs, and a member of the Nova Scotia Barristers' Society.

Raymond Côté, B.Sc., M.Sc.

Raymond Côté is Professor Emeritus in Resource and Environmental Studies at Dalhousie University. He has served the Province of Nova Scotia on numerous boards, committees and round tables. He has been a columnist on business and environment for the Burnside News for 21 years. From 1998-2008, Raymond was Director of Dalhousie's award-winning Eco-Efficiency Centre. He has 40 years of experience in environmental management as a regulator, administrator, advisor, researcher, teacher and consultant.

Brendan Haley, B.Sc., M.E.S.

Brendan Haley is a clean energy economy researcher currently involved in projects related to Canada's digital economy and clean innovation policy. He recently completed his PhD in Public Policy, which examined the transition to a low-carbon economy from innovation policy and Canadian political economy perspectives. He previously worked at the Ecology Action Centre, and played an important role in the development of Nova Scotia's energy efficiency framework. He also holds a Master's in Environmental Studies from York University and a B.Sc. in economics from Dalhousie University.

Hector Jacques, O.C., M. Eng. D. Comm. (Hon.), P. Eng. FEIC, D. Law (Hon.)

Hector Jacques, a well-known name in Canadian engineering, is a founding partner of Jacques Whitford and Associates Ltd. Set up in 1972 to offer earth sciences expertise to the Atlantic region, the company grew under his direction as CEO into an international operation with 45 offices employing 1,700 professionals worldwide. It was sold to Stantec in 2009 when he retired. Hector has been awarded many high profile awards and recognition for his contributions to the engineering and business communities, including being made an Officer of the Order of Canada in 2007. He sits as a director on several boards.

Jack Kyte, B.Sc, DIJ

Jack Kyte is a communications and public relations professional with over 35 years as an executive in Nova Scotia’s pulp and paper industry and is currently on the Board of the Aberdeen Health Foundation. He resides in New Glasgow, Nova Scotia. His personal interests are related to health care, environmental stewardship and community economic development.

Carol MacCulloch, B. Comm., M.A.

Carol MacCulloch has vast experience as a not-for-profit executive and director. She is currently serving as Board Chair of the Nova Scotia Apprenticeship Agency. Her expertise has helped several start-up organizations, and her leadership has energized a series of quasi-governmental organizations, advisory committees, and not-for-profit boards. In 2009, Carol received an honourary diploma from the Nova Scotia Community College.

Joan McArthur-Blair, B.A., M.Ed., Ed.D.

Joan McArthur-Blair, Co-President of Cockell McArthur-Blair Consulting, is a writer, speaker and facilitator. After more than 25 years of institutionally-based work as an educator, in roles from faculty to President, she has returned to her loves of writing, speaking and facilitating, and works with groups of all kinds to make a positive difference. Joan specializes in the use of Appreciative Inquiry to foster leadership, strategic planning and innovative strategies for organizational development. She also provides short-term leadership through executive-to-go services. She published, "Appreciative Inquiry in Higher Education: A Transformative Force" with Dr. Jeanie Cockell and is currently authoring "Appreciative Resilience."

Sean O’Connor, B. Comm., C.P.A, C.A.

Sean O’Connor is a businessman with interests in several small and medium-sized businesses in Atlantic Canada. An accountant by training, he has held senior positions in the private and public sectors. Sean sits on the boards of a number of private and non-profit organizations and is Chair of the Atlantic Lottery Corporation.

Dan O’Halloran, M.Sc., P. Eng.

Dan O'Halloran, with close to 50 years of professional engineering, management and business experience, has been involved in a wide range of projects in Atlantic Canada and further afield. He is a founder of O'Halloran Campbell Consultants, and a former Fellow of the Canadian Society for Civil Engineering, the American Society of Civil Engineers and the Institution of Civil Engineers. He has experience with several boards and advisory groups.

Michele Wood-Tweel, FCPA, FCA

Michele Wood-Tweel has more than 30 years of experience in the accounting profession and she is the Vice-President, Regulatory Affairs at CPA Canada. Always active in the community, she has served on many boards and is currently Vice-Chair of the Board of Governors of Sacred Heart School of Halifax. Michele is a past Chair of the Board of Governors of Saint Mary's University and was recognized with an Honorary Doctorate of Civil Law in 2015.

Chief Executive Officer

Stephen MacDonald, CA, Chief Executive Officer

Stephen MacDonald is the Chief Executive Officer of EfficiencyOne. He previously served as the Chief Operating Officer of EfficiencyOne and Efficiency Nova Scotia Corporation, and held senior management roles with the Nova Scotia Gaming Corporation and Grant Thornton. He is a past board member of the Atlantic Lottery Corporation. Steve is a member of the Institute of Chartered Accountants of Nova Scotia and holds a Bachelor of Commerce degree from Saint Mary's University.

Compensation Reports

2015 Compensation Report

2014 Compensation Report

2013 Compensation Report


Corporate Governance

EfficiencyOne is federally incorporated under the Canada Not-for-profit Corporations Act (the "Act").

The purpose and objectives of EfficiencyOne are to:

  • Contribute to economic prosperity, environmental sustainability and societal well-being: by working in partnership with individuals, communities and organizations to transform how we use, save and produce energy and other resources; through collaboration, innovation and other activities that lead to savings from the efficient use and conservation of energy, water, materials and other resources.

  • Improve health and standards of living and well-being of individuals and families, and the strength of organizations and communities, through efficiency and conservation.

  • Support and encourage positive public policy on efficiency and conservation in energy and other resources.

  • Advance and apply knowledge in the fields of conservation and efficiency practice, service delivery, engagement, support, public education, regulation and governance.

  • Utilize the resource of efficiency by developing and applying effective conservation and efficiency solutions that save, minimize or optimize the use and/or demand of energy, water, materials and other resources.

  • The management and control of the affairs of EfficiencyOne is vested in its Members and Board of Directors.


    Corporate Governance Principles

    The Board of Directors of EfficiencyOne believes that effective and efficient governance is an essential foundation for the organization's success. The following principles describe the governance philosophy of the Board:

  • All Board members have a fiduciary duty to act in the best interests of the organization as a whole, and not to any particular stakeholder interest.

  • Governance should be based on the recognition that the Board, the Chief Executive Officer and the Executive Leadership Team have a shared responsibility to provide integrated and high functioning leadership that will enable EfficiencyOne to excel in achieving its strategic and operational objectives.

  • The relationship between the Board, the Chief Executive Officer and the Executive Leadership Team, while being appropriately structured and managed from an accountability perspective, may also be characterized by strategic collaboration and generative thinking based on the idea that "great minds think differently" and the mutual understanding that each will be better at discharging their respective roles if they work together on the premise that each can and must learn from the knowledge, expertise, experience and wisdom of the other.

  • Once decisions are made in accordance with the processes and structures in place, everyone within EfficiencyOne should publicly support its position.

  • Governance should be rooted not only in ethical conduct and legal compliance, but also with EfficiencyOne's values of integrity, innovation and partnership.

  • Governance should promote and preserve the public trust in EfficiencyOne.

  • Governance needs to foster the ability to make difficult decisions and to keep EfficiencyOne moving forward.

  • Effective planning, implementation and monitoring/reporting systems are foundations for EfficiencyOne's organizational accountability.

  • Membership

    There are two classes of Members in EfficiencyOne (Voting and Non-Voting Members). The original subscribing Members of EfficiencyOne are the Voting Members. The Board of Directors of EfficiencyOne may, by resolution, approve the admission of Members into the corporation. Membership into EfficiencyOne is available to individuals over the age of 18 years and organizations which:

  • have comprehensive or specialized information relating to the objects and purpose of the corporation; and

  • support the objects and purpose of the corporation.

  • The Board has absolute discretion whether an applicant for membership shall be admitted as a Member.


    Board Committees

    The Board may discharge the duties and responsibilities vested in it through delegation of its functions, for recommendation or decision as it deems appropriate, to the standing Committees of the Board. The Board may also create other Board committees from time to time to appropriately discharge its duties.

    Each Committee has its own written Terms of Reference, which set forth the responsibilities of the Committee and the Committee's Chair. Board committees are responsible for regular reporting to the Board and for making appropriate recommendations to the Board for its review and decision.

    There is an Executive Committee and three standing Committees of the Board (Governance; Finance; and Management Resources & Compensation).


    Board Chair

    The Board Chair presides at all meetings of the Board and of the Executive Committee and performs such duties as may be required under the by-laws, or as are incidental to the office. The Board Chair is an ex-officio member of all Committees of the Board.


    Committee Chairs

    The Committee Chairs assign work to the Committee members, sets the agenda and Chairs the Committee meetings, and also ensures meeting minutes have been distributed. They are responsible for setting the tone for the Committee work, and ensuring that Committee members have the information needed to do their jobs. The Committee Chairs are responsible for reporting to the Board on Committee activities, decisions and recommendations to the Board.


    Board Member Recruitment/Appointment

    The Governance Committee assists the Board in selecting proposed new Board members according to their skill, experience and personal qualities. The Board will seek a balance within the Board concerning the skills and experience of Board members, while considering any unique or special requirements of EfficiencyOne at a particular time.

    Needs Identification

    When a vacancy is due to occur on the Board, the Board, with the assistance of the Governance Committee, will review and consider the needs of the Board in relation to the situation involved (i.e. Board member resignation/replacement). The Governance Committee will assist the Board in determining the number of Board members required to be recruited, and will complete and/or update the Board competency matrix. The matrix will identify what gaps might exist on the Board as a result of the Board member vacancy or vacancies, and will assist the Board in determining what skills, knowledge and experience a new Board member should have in order to be considered.

    Recruitment

    Once the Governance Committee has determined what gaps are required to be filled, the recruitment process can be undertaken. The Governance Committee will prepare a recruitment ad for posting in newspapers and/or via the internet to gather names of potential candidates. In addition, the Governance Committee will also gather other names of potential candidates through referrals and/or recommendations from current Board members and the CEO. The Governance Committee will review all applicant submissions and create a short list of candidates for interviews. Candidates will be contacted to confirm their interest, provide them with an information package and to schedule a time to meet with the Governance Committee.

    Selection

    The selection process begins with the Governance Committee reviewing all of the necessary background information on each candidate to be interviewed (i.e. application, resume/biography). Comprehensive interviews, involving the Governance Committee and the short listed candidate, take place. During the interview, the Governance Committee provides each candidate with relevant information pertaining to EfficiencyOne and the position of Board member. In addition, the Governance Committee asks a series of pre-determined questions of each candidate to assist in assessing their suitability. Once interviews have taken place, it is the responsibility of the Governance Committee to conduct the necessary background checks on the candidates that were determined to be successful in the interview process.

    Approval

    Once the results of the background checks have been obtained, the Governance Committee shall determine what candidate(s) should be recommended as a Board member to the current Board for approval. The Governance Committee will provide a report and recommendation to the Board for approval on the candidate(s) to be appointed at EfficiencyOne's annual meeting of Members. Once approval by the membership is obtained, the Board Chair will extend offers for acceptance by the successful candidates. Once offers are accepted, the new Board member(s) will be offered orientation training relevant to their position as an EfficiencyOne Board member.


    Terms of Office and Re-Election

    A member of the Board can be appointed for a term of three years and may be appointed for a second consecutive term. He/she remains in office until the expiry of his/her term, or until the member resigns, or is reappointed or replaced.

    A Board member may be appointed for a term or consecutive terms exceeding six years where the Board, by resolution, so determines. Where a vacancy occurs on the Board, the Board may appoint a person to fill the vacancy for the balance of the term of the member replaced.

    When a Board member is eligible for re-election, the Governance Committee determines his or her qualifications and continued interest in serving as a Board member. The Governance Committee then makes recommendations to the Board at EfficiencyOne's Annual Meeting of Members regarding re-elections.

    The terms for EfficiencyOne Board members will be staggered to ensure a smooth succession of Board members and continuous governance of EfficiencyOne.


    Board Evaluation

    The Board has established an evaluation process that includes evaluating the collective performance of the Board, evaluating the performance of each Board Committee, and evaluating the performance of individual Board members.