Statement of Operating Procedures

Transitionary Period Language Note: The Implementation Committee (or its successor) will provide transitional oversight of the CSSB until decisions on a permanent oversight structure are made. For the purposes of the Terms of Reference, Statement of Operating Procedures, and Standard-setting Due Process Manual, the terms “Implementation Committee” (or its successor) and “Oversight Council” are meant to be used synonymously for the duration of the transitionary period.

Introduction

1. This Statement of Operating Procedures has been developed and adopted by the Canadian Sustainability Standards Boards (CSSB) in accordance with its Terms of Reference. The CSSB applies the procedures set out below in carrying out its responsibilities, subject to such input as the Oversight Council may provide.

Strategic and Operating Plans

2. The inaugural Board will work to develop its long-term strategic plan concurrently while it undertakes work on other critical projects during the initial phase of its establishment. The strategic plan is developed through due process and in consultation with the Oversight Council. The strategic plan will consider the diverse needs of the different categories of interested and affected parties.
   
   
3. The CSSB’s strategic plan forms the basis for the annual operating plans to be submitted to the Oversight Council and the annual performance reports on which the Oversight Council bases its assessment of the Board’s performance. Annual operating plans specify how the Board’s strategy for each category of reporting entity will be carried out for that year. The Board’s plans incorporate a basis for assessing whether its activities have been successful in achieving desired outcomes.
   
   
4. The CSSB reports annually to the Oversight Council on its performance in fulfilling its mission, meeting its objectives, and carrying out its strategic and operating plans.
   
   
5. The CSSB identifies its risks and opportunities related to developing and carrying out strategic and operating plans.

Meetings

6. The CSSB normally meets at least six times per year and schedules such additional meetings as are necessary to achieve its objectives. The Board will publish in advance a schedule of planned meetings for each operating year.
   
   
7. The CSSB may hold meetings in person, virtually by videoconference, a hybrid of in person and virtual videoconference, or other similar means. The timing of these meetings will consider the appropriateness of operating hours across the different Canadian time zones.
   
   
8. A quorum at any CSSB meeting is two-thirds of all Board members.
   
   
9. The CSSB normally conducts its meetings in private but may, at its discretion, invite non-members to attend and participate in its discussions or open its discussions or a portion of its discussions to the public.

Voting

10. Each CSSB member, including the Chair, has one vote. For matters requiring only a simple majority of all members, the Chair has an additional vote if required to break a tie.
    
    
11. CSSB members serve in their personal capacity. Accordingly, substitutions are not accepted. Board members vote according to their own beliefs, experience and judgment based on the information they have and the discussions they have taken part in, and not according to the views of any firm, organization, or constituency with which they are associated.
    
    
12. Individual votes are kept confidential.
    
    
13. An affirmative vote of two-thirds of all CSSB members is required for the following decisions:
    1. To approve a project proposal or to approve the discontinuance of a project.
    2. To approve for issuance a discussion paper, statement of principles, or other similar due process document.
    3. To forgo exposure of a proposed new or amended standard, in unusual circumstances and for a stated reason(s).
    4. To forgo re-exposure of a proposed new or amended standard that has been significantly changed as a result of exposure draft comments, for a stated reason(s).
    5. To release an exposure draft or approve a standard, including a revision to an existing standard and a consequential amendment to another standard.
    6. To issue a Background Information and Basis for Conclusions document.
14. The affirmative vote of a simple majority of all CSSB members is required for all other decisions, including, but not limited to, the following:
    1. To take a position on a specific issue within a discussion paper, a statement of principles, an exposure draft, or a standard.
    2. To determine whether a proposed standard has been significantly changed as a result of exposure draft comments.
15. CSSB members present for the discussion of an issue but absent when a vote is taken in a meeting may vote subsequently.
    
    
16. All votes taken in CSSB meetings are documented in the minutes. The minutes constitute proper evidence of the Board’s decisions without identifying how each individual member voted.
    
    
17. A formal voting process may be carried out to approve the final wording of material approved in principle in a meeting. Voting is done in accordance with the CSSB’s Standard-setting Due Process Manual.
    
    
18. All decisions to issue, amend, or withdraw a standard are confirmed by a vote using show of hands for members attending in person, or other mechanism as deemed acceptable by the Chair, for those members attending virtually.

Due Process

19. The CSSB develops and applies a Standard-setting Due Process Manual that establishes a set of rigorous procedures for setting and maintaining sustainability disclosure standards. The Standard-setting Due Process Manual is available to the public and is reviewed no later than three years after the completion of the previous review. In setting and maintaining sustainability disclosure standards, the CSSB undertakes research, discussions, and consultations with interested and affected parties to maintain the objectivity of the process and the quality of the output. In incorporating IFRS® Sustainability Disclosure Standards developed by the International Sustainability Standards Boards (ISSB), the CSSB takes steps to satisfy itself that the ISSB has followed appropriate processes.
    
    
20. The CSSB may delegate to the CSSB Chair the authority to approve the issuance of corresponding CSSB exposure drafts for documents issued by the ISSB.
    
    
21. The CSSB maintains a public file of key documents for completed standard-setting projects.

CSSB Committees 

22. The CSSB may create advisory committees, including committees of its own members, to assist it in carrying out its work. The Board has not been given the ability under its Terms of Reference to delegate its decision-making authority to other committees and, therefore, may create such committees with a mandate only to advise.
    
    
23. The CSSB provides Terms of Reference to all committees affiliated with it. Among other matters, such Terms of Reference specify:
    1. the purpose, objectives, and responsibilities of the committee;
    2. the size and composition of membership, including the desired mix of members’ backgrounds, and the terms of appointment; and
    3. that committees do not have decision-making authority.
24. The CSSB approves the appointment of the Chairs of all committees and working groups it creates.
    
    
25. Appointments of members of all committees affiliated with the CSSB are approved by the CSSB Chair and the Vice-President , Sustainability Standards in consultation with the committee Chair.

Staff Support

26. The CSSB and all its committees are supported by the Vice-President, Sustainability Standards and such other staff as required.

Communications

27. The CSSB informs interested and affected parties and the general public about its activities. The principal means of communication is through the posting of information and documents on the CSSB’s website.
    
    
28. The CSSB develops and implements a communications plan setting out goals and objectives, opportunities and challenges, target audiences, available media, and specific actions to improve communications with key parties affected by CSSB standards.
    
    
29. The CSSB conducts its standard-setting process in a transparent manner and as such publishes the following documents to the website when they become available:

• Strategic plan
• Meeting dates
• Annual work plans
• Indigenous Peoples outreach plan
• Annual report
• Meeting agendas
• Summary of significant decisions after each meeting
• Basis for conclusion for final standards
• Other project-related information

Bilingualism

30. The CSSB’s working language is English but publishes materials in English and French. The Board receives and considers comment letters in either language on its published proposals.
    
    
31. All sustainability disclosure standards and exposure drafts are published simultaneously in English and French.
    
    
32. The CSSB arranges for the translation of published materials to ensure high quality.

Operations

33. The CSSB contributes to the development of high-quality, internationally recognized sustainability disclosure standards by:
    1. Generally responding to and, wherever practicable, providing comments on all the ISSB’s invitations to comment on discussion papers and exposure drafts of proposed sustainability disclosure standards.
    2. Assisting those affected by CSSB standards in communicating with the ISSB.
    3. Sponsoring and participating in ISSB roundtables and conferences.
    4. Disseminating information to those affected by CSSB standards about the ISSB’s activities.
    5. Identifying qualified Canadians as candidates for membership on the ISSB and its related groups.
    6. Providing staff support to ISSB projects.
34. The CSSB uses its working relationships with international standard setters, in addition to the ISSB, to ensure that it considers global best practices when making its decisions and contributes to the development of those practices.
    
    
35. The CSSB’s operating year ends on March 31 of each calendar year.

Confidentiality

36. As CSSB members serve in a personal and voluntary capacity, voting based on their own experiences and beliefs, the Board keeps certain meeting materials, such as minutes and other information, confidential unless the Board decides to release a particular document or information to the public. This does not prohibit Board members and staff from consulting with interested parties concerning matters discussed in meeting materials. In this connection, they may provide a copy of pertinent Board documents to the interested parties, provided those materials remain subject to the requirement for confidentiality and other conditions of the Board and it is made clear that they have not necessarily been approved by the Board.

Liaison with Other Standard Setters

37. The CSSB maintains liaison relationships with other sustainability standard setters in support of its objectives, with particular emphasis on the relationship with the ISSB.
    
    
38. CSSB representatives participate in meetings and activities of international standard setters and, when invited, in meetings of the ISSB’s Sustainability Standards Advisory Forum.

Self-assessment

39. The CSSB carries out an annual self-assessment for the purposes of identifying areas for improvements in operating procedures and practices and reporting to the Oversight Council.