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CSSB

Terms of Reference

(Approved by the Implementation Committee on February 20, 2024)

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.

Mission

  1. The Canadian Sustainability Standards Board’s (CSSB) mission is to serve the public interest by setting and maintaining high-quality sustainability disclosure standards for Canadian entities and by contributing to the development of high-quality, internationally recognized sustainability disclosure standards.

Objectives

  1. The CSSB has the following objectives:
    1. To set and maintain Canadian Sustainability Disclosure Standards (CSDSs) that address the sustainability information needs of capital markets and improve the reporting of sustainability information by Canadian entities with due consideration for the costs and the benefits to the preparers and users of such sustainability information.
    2. To participate with other standard setters in the development of global best practices in setting sustainability disclosure standards, which are adopted or separately developed by the CSSB to reflect the Canadian context.
    3. To support the implementation of such sustainability disclosure standards.
  2. In meeting its objectives, the CSSB is committed to the following:
    1. Setting high-quality standards that promote confidence in reported sustainability information.
    2. Ensuring the inclusive and respectful engagement of Indigenous Peoples in the sustainability standard-setting process.
    3. Respecting and encouraging input from all of those relying on CSSB standards.
    4. Bringing objectivity to the consideration of issues.
    5. Respecting the ability of those who apply CSSB standards to exercise professional judgment.
    6. Responding to the needs of those who are interested in and affected by CSSB standards.
    7. Seeking ongoing improvement to the standard-setting process.
    8. Acting as a thought leader on sustainability disclosure issues.

Responsibilities

  1. The CSSB has the following responsibilities:
    1. To set and maintain the CSDSs, the CSSB:
      1. Will consider the adoption of IFRS® Sustainability Disclosure Standards. The adoption process includes review of sustainability disclosure concepts and practices, consultation with interested and affected parties, and debate. The CSSB also contributes and works to influence the development of IFRS Sustainability Disclosure Standards so that they reflect the Canadian public interest.
      2. May make such additions to, deletions from, and other amendments to IFRS Sustainability Disclosure Standards as it determines may be required in the Canadian public interest.
      3. May develop such other domestic sustainability standards as it determines may be required in the Canadian public interest.
      4. In all instances, be satisfied as to the need for, usefulness of, and practicality of each proposed standard.
    2. To implement effective working processes for all projects and activities. The CSSB may commission committees or working groups, as deemed appropriate, to aid in the development of sustainability disclosure standards, guidelines, or other material.
    3. To undertake research and encourage research by others in support of the development of sustainability disclosure standards.
    4. To be accountable to those who are interested in and affected by CSSB standards by responding to their concerns and facilitating their participation and input in the development of sustainability disclosure standards.
    5. To account to the Oversight Council for the effective and efficient fulfillment of its mission and objectives. The CSSB submits plans and performance reports annually to the Oversight Council to demonstrate how it is meeting its responsibilities. The CSSB gives due consideration to the input from, and recommendations of, the Oversight Council in carrying out its work.
    6. To advise the Oversight Council as to the human and financial resources needed to accomplish the CSSB’s objectives.
    7. Ensure connectivity and/or alignment between the CSSB and the other Canadian standard-setting boards, where appropriate.

Membership

  1. The CSSB consists of, except for temporary vacancies:
    1. a compensated Chair, appointed on either a full-time or part-time basis; and
    2. between 11 and 13 volunteer members. A Vice-Chair may be appointed from among the volunteer Board members to assist in carrying out the role of the Chair.
  2. The CSSB’s inaugural members and their terms of office will be recommended by the Implementation Committee and appointed by the Nominating and Governance Committees of the then-existing oversight council. Subsequent appointments will be recommended by a new nominating committee of a permanent oversight council (the “Oversight Council”) and approved by that council. The nomination process ensures that the CSSB has an appropriate balance of competencies, experiences, and perspectives to meet its objectives.

  3. The CSSB Chair plays a crucial role in the standard-setting process. The Chair takes the lead role in ensuring the Board performs its responsibilities detailed in paragraph 4. This includes the following:
    1. Leading the CSSB in setting its strategic objectives and implementing plans that achieve these strategic objectives.
    2. Presiding over CSSB meetings and communicating with Board members between meetings, as necessary, concerning the Board’s activities.
    3. Attending meetings of the Oversight Council and its committees.
    4. Ensuring the CSSB undertakes broad engagement across Canada. The Board’s scope of engagement will be inclusive and respectful of Indigenous Peoples.
    5. Serving as one of Canada's representatives at meetings relating to international sustainability disclosure standards.
    6. Acting as Canada’s leading spokesperson and contact on sustainability disclosure standards matters for both the media and the public.
    7. Representing the CSSB in meetings of other parties involved or interested in the Board’s activities.
    8. Making presentations nationally and internationally on sustainability disclosure matters.

The Chair may delegate these responsibilities to the Vice-Chair, if one has been appointed, or to the Vice-President, Sustainability Standards, except that the responsibilities in subparagraph (c) may be delegated only with the agreement of the Oversight Council Chair.

  1. The Vice-Chair, if one has been appointed, is to act on the Chair’s behalf in a temporary capacity, at the Chair’s request or in the Chair’s absence, in:
    1. presiding over CSSB meetings;
    2. presiding over the CSSB’s committee meetings that the Chair normally presides over by and, similarly, attending meetings of other CSSB committees and working groups that the Chair normally attends; and
    3. attending the Oversight Council’s meetings or those of its committees, with the agreement of the Oversight Council Chair.

The Vice-Chair also undertakes such other responsibilities as the Chair may delegate to them from time to time in accordance with paragraph 8. An appointee to Vice-Chair is not thereby designated as a successor to the current Chair.

  1. Any CSSB member who either:
    1. fails to attend more than two CSSB meetings in succession; or
    2. fails to attend, in any 12-month period, at least 50 per cent of all CSSB meetings

in the absence of extenuating circumstances, will cease to be a CSSB member as of the end of the meeting at which the member was in default. The Chair makes a recommendation to the Nominating and Governance Committee of the Oversight Council concerning any extenuating circumstances. The Nominating and Governance Committee then decides whether the defaulting member may continue as a Board member. A Board member is deemed to be absent from a Board meeting unless they are in attendance for a substantial portion of it.

Staff support

  1. The Vice-President, Sustainability Standards, has a right to attend and participate in CSSB meetings and receive any meeting materials.

Reporting to the Oversight Council

  1. The CSSB reports annually to the Oversight Council and the public on its activities, including an assessment of its risks.

  2. Each year, the CSSB presents its proposed agenda and project priorities to the Oversight Council for comments and considers the views and comments of the Oversight Council in determining its priorities and agenda. If, for any reason, it does not wish to incorporate specific views and comments of the Oversight Council into its priorities and agenda, the Board advises the Oversight Council as to its reasons and provides the Oversight Council with an opportunity to respond. The Board discusses with the Oversight Council any changes to the annual plan and advises the Oversight Council of significant decisions made in carrying out the plan.

  3. The CSSB is accountable to the Oversight Council to demonstrate that it has used the resources allocated to it effectively and efficiently and that it has assessed how well it is meeting its mission.

  4. The CSSB submits such reports as may be required by the Oversight Council from time to time in addition to those otherwise specified in these Terms of Reference.

  5. The CSSB reviews its Terms of Reference, Statement of Operating Procedures, and Standard-setting Due Process Manual procedures once a year to ensure that they continue to meet the needs of the Board and the public. The Board reports the results of these reviews to the Oversight Council for approval.

Operations

  1. The CSSB develops a statement setting out the principal operating procedures it follows in fulfilling its responsibilities and submits the Statement of Operating Procedures for ratification by the Oversight Council. The application of those procedures is subject to such direction as the Oversight Council may provide.

  2. The CSSB may create such committees, including committees of its own members, as it deems necessary in carrying out its responsibilities.

Consultation and communication

  1. The CSSB develops and publishes a Standard-setting Due Process Manual that outlines its rigorous set of procedures for setting CSDSs, including communication and consultation with all those affected by those standards.

  2. The CSSB reports annually to the public about its standard-setting activities. In addition, the Board, where appropriate, invites interested and affected parties to provide input on its activities.