1. Mandate

1.1 The mandate of the Service Transformation Subcommittee is to assist the Board of Management in fulfilling its oversight responsibilities by overseeing the management of services within the Agency, providing strategic direction and advice on service transformation, providing advice to the Chief Service Officer, regarding the Agency's Service Policy Framework and other initiatives aimed at improving service to Canadians.

2. Composition

2.1 The Subcommittee will be comprised of at least three directors from the Board, including a Chair and Vice-Chair, and the Chair of the Board.

2.2 Based upon changes in Board membership throughout the year, and/or on an annual basis, the Chair of the Board, in consultation with the Chair of the Governance and Social Responsibility Committee, will review the composition of the Service Transformation Subcommittee and recommend to the Board any changes in Subcommittee membership, if required. All changes in Subcommittee membership will be approved by resolution of the Board at the earliest opportunity.

2.3 The Chief Service Officer shall attend as an observer in regular closed sessions of the Subcommittee. Any other person not having business before the committee (i.e. not on the agenda for a particular meeting) may attend the meeting if approved by the Chair of the Subcommittee 24 hours prior to the meeting. Any request to attend the meeting shall be submitted in writing to the Board Secretary no less than 48 hours prior to the meeting.

3. Responsibilities and duties

3.1 To fulfill the mandate bestowed upon it by the Board, the Subcommittee will:

1. provide strategic direction in the Agency's continued commitment to strengthening its service culture and improving service to Canadians;
2. provide advice to the Chief Service Officer in carrying out his/her mandate to guide the Agency's service transformation initiatives;
3. provide oversight, on behalf of the Board, of the development of a service policy framework;
4. review and monitor the implementation of the Agency's service culture;
5. oversee progress and risks related to key service initiatives;
6. examine, monitor and suggest key performance indicators and metrics related to the provision of service to Canadians;
7. monitor the reputational risks of not delivering service excellence; and,
8. provide an integrated report on service to the Board, which may include, but is not limited to the following areas as they relate to service excellence and transformation: employee and service culture initiatives; stakeholder consultations; public opinion polling results and communication strategies.

3.2 In discharging her/his duties under this mandate, each member of the Subcommittee shall be obliged to exercise the care, diligence and skill a reasonable person would exercise in comparable circumstances.

3.3 In discharging its duties under this mandate, the Subcommittee may seek and rely in good faith upon any report of a lawyer, accountant, an officer of the Agency or any other person whose profession provides credibility to the statement made by such person.

3.4 On an annual basis, as part of its periodic assessment of the adequacy and effectiveness of this Charter as outlined in section 3.4.1 (j) of the Board of Management Governance Manual, the Subcommittee will assess the overall status of the Service Policy Framework and the Subcommittee's work plan. Based on that assessment a recommendation shall be made to the Board on whether the duties outlined above still require the work of a Subcommittee or should be incorporated into the mandates and work plans of the four permanent Committees of the Board.

4. Operating procedures

4.1 Meetings

Meetings of the Subcommittee will take place in accordance with the procedures set out in sections 9, 17, and 18 of Board of Management by-law #1. All meetings of the Subcommittee are closed meetings. At the start and at the end of each meeting of the Subcommittee, there may be an in camera session scheduled on the agenda. There may also be an in camera session with the Commissioner scheduled on the agenda, at the beginning and/or the end of each meeting of the Subcommittee.

Directors, who are not members of the Subcommittee, may attend the regular and/or in camera sessions as observers, upon consent of the Subcommittee Chair.

Finally, the Chair of the Subcommittee may adopt any combination of in camera sessions as he/she may deem appropriate.

Section 7.1 of the Board of Management Governance Manual, "Meeting Modalities", defines and describes the procedures for closed and in camera meetings / sessions.

4.2 Absence of Subcommittee Chair

In the absence of the Subcommittee Chair, the Vice-Chair of the Subcommittee will act as Chair.

4.3 Secretary

Unless the Subcommittee specifies otherwise, the Board Secretary will act as Secretary for all meetings of the Subcommittee.

4.4 Reporting to the Board

The Subcommittee, through its Chair, will report to the Board, in an abridged manner, at the following regular Board meeting while ensuring the following elements are included in the report:

• Giving an overview of the items discussed;
• Inviting comments or questions from other Board members; and
• Bringing any recommendations and/or decisions for the Board.

4.5 Minutes

Minutes of each meeting of the Subcommittee will be prepared by the Secretary or her/his staff, and provided to members for review and approval at the next meeting of the Subcommittee.

4.6 Reading material

Reading material for each Subcommittee meeting will be available in both official languages and provided to Subcommittee members by the Board Secretary far enough in advance of the scheduled Subcommittee meeting as to allow members sufficient time to review the material. Subcommittee members will be expected to have read the material prior to the meeting and thus will be expected to participate fully in Subcommittee discussions on the subject matter contained within the reading material.

4.7 Legal Advice

At any time Subcommittee members may seek legal advice from the legal counsel assigned to the Board of Management by the CRA. All requests for advice will be made in writing to the Agency's legal counsel, with a copy provided to the Board Secretary.