Governance and Risk Management Practices

The approach to risk management at Telefilm is largely based on the Treasury Board Secretariat document entitled Integrated Risk Management Framework 9 , as well as recommendations made during annual audits of management processes and more recently, the results of the Special Examination which took place this year.

Governance framework

The Board is ultimately responsible for managing corporate risk at Telefilm. The Board approves risk thresholds as well as corporate-wide risk management plans, and ensures that the organization optimizes risk management by balancing the management of threats with the management of opportunities, according to approved levels of risk tolerance.

The Management Committee (MC) is responsible for monitoring the risk management process and for keeping the Board informed of its findings. The MC is supported by a risk management committee composed of senior managers from operations, finance and administration. These managers are responsible for implementing risk management processes, appropriately distributing information regarding risk, and continually raising awareness of risk management practices. The governance framework will be reviewed and improved this coming fiscal year by formally integrating the risk management committee throughout the organization and by providing quarterly management reports to the MC and the Board.

Integrated risk management

Integrated risk management consists of several steps, as outlined in the following diagram. Once a year, the risk management committee identifies and assesses the risks most likely to affect the continuous running of operations. It also forecasts the consequences of risks based on their probability of occurrence and their impact on Telefilm. Risk assessment also takes account of existing control mechanisms and their effectiveness in mitigating risk. The results of this exercise serve to develop a risk mitigation strategy and an action plan, which is approved by the MC. The action plan is then communicated throughout the organization to ensure that risk-mitigation efforts are applied consistently by all departments. The plan is reviewed on a quarterly basis to assess its progress and effectiveness, and to ensure that resources are optimally allocated according to the priorities and new risks that have been identified over the course of the year.

Identifying risks

Corporate risks can be strategic, financial, organizational or operational in nature. At Telefilm, risk is distributed as follows:

Types of risk

Identifying risks

The process of identifying risks uses Telefilm’s strategic objectives as a guide, so that risk management is aligned with overall business goals.

Risks based on strategic objectives

Risks based on strategic objectives

Risk mitigation strategies

Telefilm uses the same objective-based approach when implementing mitigation controls and procedures. The following are some of the major risks Telefilm faces, along with the mitigation strategies applied:

Strategic objectives Major risks Mitigation strategies
Building audiences
  • Contractual or regulatory constraints
  • Saturation of market by foreign films
  • Lack of financial resources
  • Products do not appeal to audiences
  • Ineffective performance measurement
  • Consultations with the industry and with CFFF working groups
  • Promotion of products at festivals and markets
  • Asymmetrical approach to manage each linguistic market
  • Performance envelopes
  • Expand audience measurements on other platforms
Building industry capacity
  • Assistance programs do not meet industry needs
  • Treaties poorly exploited
  • Drop in number of coproductions
  • Client surveys
  • Participation in international committees/joint commissions
  • Initiatives to promote coproductions
A responsible administrator
  • Inadequate governance framework
  • Inadequate risk management framework
  • Legal proceedings, external criticism
  • Ineffective management of existing resources
  • Non-compliance of decision-making turnaround time
  • Non-compliance with contractual agreements, policies and procedures
  • Retention of skills/competencies
  • Various management committees (governance, exceptions, appointments, risk)
  • Annual risk management plan and follow-up of results
  • Annual review of corporate plan
  • Rigorous budgetary follow-up processes
  • Strategic studies and program evaluation
  • Client survey
  • Internal audit and quality control framework
  • Evaluation and implementation of human resources master plan

Board's Key Areas of Responsibility

The Board acts as the steward of Telefilm by supervising the management of its business activities. In essence, it is charged with approving the direction in which management proposes to take the organization and monitoring the way management then operates the business. The Board works closely with the Executive Director and senior managers to ensure that Telefilm’s mandate is carried out smoothly.

Board’s charter and main activities in 2009-2010:

Summary of the Board’s charter and responsibilities Highlights of the Board’s activities
  • Adopt and review a strategic framework and a corporate plan
  • Establish Telefilm’s priorities
  • Oversee the implementation of the corporate plan
  • Approve budgets and financial statements
  • Approve the annual report submitted to the Minister
  • Monitor Telefilm’s governance and structural vision and adjust as needed
  • Evaluate the Executive Director’s performance
  • Approval of the new service agreement with the CTF
  • Approval of the new senior management structure
  • Approval of financial statements as at March 31, 2009
  • Creation of the Strategic Planning and Communications Committee
  • Approval of the annual report
  • Approval of the renewal of the contribution agreement regarding the CNMF
  • Approval of a salary and incentive bonus plan
  • Established a search committee and protocols to enable the successful recommendation and appointment of a new Executive Director in accordance with the Telefilm Canada Act
  • Approval of the Respect in the Workplace Policy
  • Approval of the Workplace Health and Safety Policy
  • Approval of the Policy on Remuneration and Compensation for the Chair and Members of the Board
  • Approval of the charter governing the Strategic Planning and Communications Committee
  • Approval of a three-year communication plan
  • Approval of the 2010-2011 budget
  • Approval of the Board Performance Assessment Policy

To facilitate its decision-making process, the Board has set up three committees. These committees examine dossiers pertaining to their areas of competence, and subsequently issue recommendations.

Audit and Finance Committee

This committee has three members: Yvon Bélanger, Chair, Michel Roy and Elise Orenstein. In 2009-2010, it held six meetings.

Summary of the Audit and Finance Committee’s charter and responsibilities Highlights of the Audit and Finance Committee’s activities
  • Oversee financial reporting and continuous disclosure
  • Oversee risk management and internal controls
  • Appoint internal auditors, define scope of mandate, monitor execution and implementation of recommendations, and oversee external audit activities
  • Oversee other responsibilities such as compliance with all relevant laws and review of senior management, Board and consulting expenses
  • Follow-up on the International Financial Reporting Standards project
  • Approval of financial statements as at March 31, 2009
  • Approval of the Special Examination plan
  • Follow-up on the implementation of recommendations issued by the internal auditor regarding best governance practices
  • Review of program processes of the CFFF
  • Review of the Public Sector Accounting Board decision
  • Approval of budgets
  • Review of the risk management framework
  • Adoption of the audit plan

Nominating, Evaluation and Governance Committee

This committee has three members: Grant Machum, Chair, Michel Roy and Elise Orenstein. It held five meetings in 2009-2010.

Summary of the Nominating, Evaluation and Governance Committee’s charter and responsibilities Highlights of the Committee’s activities
  • Assess the Executive Director’s performance and submit a report to the Board
  • Oversee general human resources practices
  • See to the Board’s sound composition and assessment of its members
  • Deal with all matters related to governance
  • Establish a search committee for the recruitment process of a new Executive Director and successfully recommend to the Minister of Canadian Heritage and Official Languages
  • Review of the Respect in the Workplace Policy
  • Review of the Workplace Health and Safety Policy
  • Reclassification of certain senior management profiles
  • Study of Board members’ remuneration
  • Review of tools used to assess members’ performance
  • Assessment of Executive Director’s performance
  • Review of performance evaluation process, remuneration and bonuses awarded to employees
  • Follow-up on the implementation of recommendations issued by the internal auditor regarding improvements to governance processes

Strategic Planning and Communications Committee

This committee has three members: Marlie Oden, Chair, Michel Roy and Elise Orenstein. It held four meetings in 2009-2010.

Summary of the Strategic Planning and Communications Committee’s charter and responsibilities Highlights of the Committee’s activities
  • Review of corporate plan
  • Review of annual report
  • Examine all matters relating to communications
  • Review of communications plan
  • Discussion regarding process for a new corporate plan
  • Discussion regarding steps in the strategic planning process
  • Review of certain elements of the CFFF and coproduction policy guidelines
Board and Committee Attendance        
  Board Audit and
Evaluation and
Planning and
Number of meetings 14 6 5 4
Michel Roy 14 5 5 4
Elise Orenstein 14 6 5 4
Tom Perlmutter 7 0 0 0
Yvon Bélanger 12 6 0 0
Grant Machum 13 0 5 0
Marlie Oden 14 2 2 4

*Note: Committee attendance is optional for members who are not committee members.




In fiscal 2009-2010, no new appointments were made to Telefilm’s Board. In compliance with the Telefilm Canada Act, appointments to the Board are made by the Governor in Council.

Executive Director

S. Wayne Clarkson’s tenure as Executive Director ended on January 17, 2010. Carolle Brabant was subsequently appointed Executive Director with a three-year term beginning March 15, 2010. Executive Director appointments are made by the Governor in Council on the recommendation of Telefilm’s Board, in compliance with the Telefilm Canada Act.




In 2009-2010, Board members conducted a performance review of the Board and its committees using a form specially designed for the purpose. During the year, members also adopted a Board Performance Assessment Policy, which calls for the individual assessment of Board members in addition to the assessment of the Board as a whole, and its committees. This policy is aligned with the Treasury Board’s policy entitled Assessing Board Effectiveness.

Executive Director

Each year, the Board assesses the Executive Director’s performance in compliance with performance management program guidelines issued by the Privy Council Office. These guidelines, notably, call for the implementation of a performance agreement and fixed performance objectives.


Training and Documentation

Based on specific needs identified by the Board, members have the opportunity to take courses on a variety of pertinent subjects. Several members took the opportunity to attend training sessions organized by the Canada School of Public Service.

In 2008-2009, a Board handbook was produced that sets out the basic governance information applicable to Board members. In addition, an internal portal was created to document the minutes of Board meetings and Board committee meetings. During fiscal 2009-2010, both the handbook and the online portal were continuously updated to reflect the latest available information.


Meeting Canadians' Expectations

Annual Public Meeting

In compliance with the Financial Administration Act and Treasury Board of Canada Secretariat guidelines, Telefilm held its first annual public meeting in 2008-2009. The purpose of the meeting was to allow audiovisual industry representatives and members of the public to interact with Board members. Telefilm plans to hold its next public meeting in December 2010.

Conflict of Interest

A few years ago, the Board adopted a Conflict of Interest and Post-Employment Code for employees and senior managers. Each year, all Telefilm employees must declare that they are in compliance with the Code. During fiscal 2009-2010, presentations were made in every office to remind employees of their obligations regarding ethical matters.

Section 5 of the Telefilm Canada Act

Board members are subject to the Conflict of Interest Act as well as to Section 5 of theTelefilm Canada Act, which states that “no person who has, directly or indirectly and individually or as a shareholder, partner or otherwise, any pecuniary interest in the audiovisual industry is eligible to be appointed or to hold office as a member of the Corporation.” Furthermore, if a member were to have a material interest in a contract with Telefilm that was not covered by Section 5, he or she would be required to declare such interest, as per the provisions of Telefilm’s Bylaw 1, which contains a declaration-of-interest mechanism. To ensure the highest degree of transparency, members are required to submit a written statement to the Chair each year disclosing any situation that may contravene Section 5 of the Telefilm Canada Act.

Public Servants Disclosure Protection Act

Telefilm is subject to the Public Servants Disclosure Protection Act. This Act informs employees about the procedure for reporting wrongdoings they may witness in the workplace. As a small organization, Telefilm is eligible for an exception that permits such reports to be made directly to the Office of the Public Sector Integrity Commissioner of Canada. This year, Telefilm’s entire staff attended presentations about the Act and its procedures.

Information Security

As clients are providing Telefilm with more and more information, the organization adopted a policy on information security a few years ago. During fiscal 2009-2010, presentations were conducted in all Telefilm offices to remind employees about the security and privacy rules that govern the use and storage of information.

Communications and Consultations

Telefilm continuously communicates and consults with clients, partners and key stakeholders in order to solicit their feedback. In addition, Telefilm regularly conducts client satisfaction surveys and evaluations on the relevance of the programs it administers.


During fiscal 2009-2010, the Board adopted a Policy on Remuneration and Compensation for the Chair and Members of the Board. For fiscal 2009-2010, a total of $0.2M was paid out to members for their preparation and participation in Board and committee meetings.

The Executive Director’s remuneration is established in compliance with Privy Council Office policy and guidelines.

Employee: HR

Human resources were given high priority this fiscal year to reinforce improvements to governance. Several important policies were updated, which addressed health and safety in the workplace, preventing and settling harassment incidents, and overtime. Telefilm also implemented the recommendations of the Human Resources Master Plan which was to develop a leadership model.

Telefilm believed that those policy updates and recommendations warranted training for all employees. Those training sessions clarified the new policies, and encouraged employees to embrace the leadership model based on the organization’s core values: respect, commitment, openness, and client focus.

On a practical note, Telefilm also aligned its compensation policy with the Expenditure Restraint Act. Over the next fiscal year, the focus will shift to empowering managers through a self-service web portal that will help them manage day-to-day HR operations.

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