1. About Mistahiya
Mistahiya was formed to invest in the future of Saulteau First Nations (SFN). Its vision is to create wealth for future generations. With this vision in mind, Mistahiya is the governance organization for Saulteau First Nations-owned businesses with the responsibility of ensuring each SFN business is managed with a view to:
·Predictable revenues and profits;
·Strong and transparent governance;
·Sound business principles and best practices;
·Long-term economic benefit to the Nation;
·Honouring the values of Saulteau; and
·Training, employment, and careers.
Mistahiya is the parent company overseeing a number of businesses owned by the Saulteau First Nations (SFN). Our current businesses provide services in the areas of civil construction, reclamation and remediation, card-lock fuel and a retail industrial supply store. Our primary sectors of operation are forestry, energy, mining and oil and gas. The role of Mistahiya is to ensure each of SFN’s commercial interests is managed to be profitable for many generations to come, have strong and transparent governance, provide long-term benefit to SFN and reflect the values of SFN.
2. About the Director Opportunity
The ideal director is a highly capable and experienced senior leader who is comfortable providing oversight to a complex organization. Your history has been one of excellence at people management, thriving at building, coaching, and mentoring teams. You have demonstrated expertise at balancing entrepreneurial spirit with operational discipline. You demand accountability and transparency and know how to make this happen at every level. You have demonstrated experience in the effective oversight of existing business operations, as well as experience in evaluating new investment opportunities, always with a long-term view. You thoughtfully, respectfully and skillfully engage with your stakeholder communities to drive respectful relationships to enable long-term success.
You share our core values of:
- Loyal – we approach our work with the view of benefiting Mistahiya and our community
- Respectful – we treat each other as we want others to treat us
- Dependable – we do what we say we will do, seeing all of our commitments through
- Transparent – we are clear, concise, and honest in our work and our communications
- Honourable – we honour the land in all that we do
This is a rewarding opportunity for a strategic, entrepreneurial, and team-oriented leader to make a significant community impact by ensuring effective governance for a growing number of small- to medium-sized businesses at varying stages of development.
Mistahiya’s Board of Directors currently has five directors with two directors stepping-down from the board in late 2021. Mistahiya is recruiting two directors to join the board in June 2021 to support an effective succession and transition.
The role of the Board is to effectively represent and promote the interests of Mistahiya with a view to adding long-term value. Each Director will contribute to:
- Establishing the strategic direction – vision, mission, and goals;
- Ensuring leadership is recruited, managed, evaluated, and appropriately compensated;
- Ensuring there is an organizational succession plan;
- Developing the governance system through policy development;
- Governing the organization by working in collaboration with senior management;
- Protecting the assets, including equipment, facilities, data, processes, relationships, brand, and people; an
- Monitoring and controlling the business through performance oversight and financial audit.
2.2 Duties & Responsibilities
Each Director is to:
- Understand and demonstrate a commitment to Mistahiya and its group of companies;
- Ensure all decisions made are in the best interests of Mistahiya and its group of companies;
- Avoid any potential conflicts of interest;
- Understand and maintain confidentiality;
- Keep up to date with issues and trends that affect Mistahiya and its group of companies;
- Prepare for meetings by reading agendas, minutes, reports, and other documentation required to actively participate in them;
- Attend meetings;
- Contribute skills, experience, and knowledge by participating actively in meetings and committee work;
- Make timely inquiries when clarification or more information is needed;
- Understand and monitor the operational, financial, and people affairs of Mistahiya and its group of companies; and
- Ensure the organization is complying with all legal and regulatory requirements.
2.3 Skills & Experience
It is the goal of Mistahiya to have the diversity of experience and skills in its Board of directors that reflects the diversity of the businesses owned by Mistahiya. Figure 1 provides an illustration of the Board’s skills matrix.
3. Term & Compensation
Directors will be appointed for a one-year term with the expectation the director will be reappointed at the Annual General Meeting, as appropriate for up to a maximum of five consecutive years.
3.2 Effort & Compensation
It is expected that there will four (4) to six (6) board meetings per year. Each Board meeting will be roughly one day in duration with a half day of preparation time.
Independent and Community Member Directors will be paid a fee for each regular Board meeting attended. Directors will be paid additional fees for extra Board services agreed to by the Board. Reasonable expenses associated with conducting Board business will be reimbursed.
Director compensation will be reviewed annually by Chief and Council and informed by independent professional advice.
4. Application Requirements
Applications are due by 5pm pacific on Thursday, May 13, 2021 and must include the following information:
- Declaration of any conflicts of interest;
- Cover letter describing the skills and experience being brought to the Board relative to the skills matrix and a statement identifying compensation expectations; and
- Any other information relevant to assess suitability as a director.
All applicants will be expected to sign a Consent to Act as a Director certifying they are not disqualified from acting as a director under the provisions of subsection 124(2) of the BC Business Corporations Act, which states:
124(2) An individual is not qualified to become or act as a director of a company if that individual is:
- Under the age of 18 years;
- Found by a court, in Canada or elsewhere, to be incapable of managing their own affairs;
- An undischarged bankrupt;
- Convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated businesses, or of an offence involving fraud, unless:
- The court orders otherwise;
- years have elapsed since th last to occur of
- the expiration of the period set for suspension of the passing of sentence without a sentence having been passed;
- the imposition of a fine
- the conclusion of the term of any imprisonment; and
- the conclusion of the term of any probation imposed; or
- a pardon was granted or issued, or a record suspension was ordered, under the Criminal Records Act (Canada) and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect.
Mistahiya’s Conflict of Interest policy must be followed at all times.
No Board member may engage in any business, or any other outside interest, which creates an actual, potential, or perceived conflict of interest. Any external board or employee obligation, interest, employment, or involvement that would, or has the potential to, interfere with the best interests of Mistahiya, or influence the Board member’s independent judgment on behalf of Mistahiya, constitutes an unacceptable conflict of interest. A conflict of interest occurs when a Board member’s personal interests affects their judgment and causes them to act in a way that is not in the best interests of Mistahiya, its affiliates or its partners and clients. Board members are in a conflict of interest when they receive, or hope to receive, personal gain through the use of:
- Their position or influence;
- Company information;
- Corporate time; or
- Mistahiya and its affiliates services, materials, or facilities.
Personal gain is not limited to gaining something for the Board member or employee, but includes anything gained for a friend, family member, or a business associate and the gain is not limited to a material or financial gains, but includes any non-tangible gain, such as gaining favour or influence with others.
All Board members must declare potential conflicts of interest and recuse themselves from decisions where they have a direct or indirect financial interest in the decision outcome.