Magazines Canada Policy Governance Model and
Approved by the Board of Directors September 24, 2012
About Magazines Canada
Magazines Canada is the national trade association representing Canadian-owned, Canadian-content consumer, cultural, specialty, professional and business media magazines. French and English member titles offer a wide range of topics including business, professional, news, politics, sports, arts and culture, leisure, lifestyle, women and youth made available on multiple platforms. The association focuses on government affairs, services to the advertising trade, circulation marketing and the development of career skills for and the recognition of excellence among the people who work in Canada’s magazine media.
Magazines Canada is a member-driven, not-for-profit organization. Magazines Canada believes in the inter-connected cultural and economic value of Canada’s magazine media.
Magazines Canada works to foster an environment where new magazines are nurtured, established magazines are supported, skills are developed and excellence is recognized. Its originating and continuing purpose is to promote the value of the sector in the creation and dissemination of original Canadian content on multiple platforms.
The association takes energy and direction from its members. Its strength lies in the diversity of its membership and the cohesiveness of members in support of its goals.
The association operates on the basis that each member is important. Its activities are determined by member needs. Its success is judged by its members.
The association is committed to taking a leadership role in identifying and acting upon public policy issues and trends as they affect members. It is the institutional memory for the industry.
The association takes pride in the credibility it has achieved and the relationships it has established with industry stakeholders including other related national and regional membership associations, industry suppliers and government departments and agencies.
Magazines Canada constantly works to maintain its position as a focal point within the industry and the lead advocate for Canada’s magazine media.
The focus of its Board of Directors, committees, advisory groups and staff is based on the association's Strategic Plan, adopted in November 2011, which places a particular emphasis on building robust market intelligence resources in the context of delivering pan-Canadian collaborative approaches to industry challenges and opportunities.
View Magazines Canada's 2012–2015 Strategic Plan.
The association strives to be open and ethical in all it does. It treats members and staff with dignity and respect. It strives for quality in all its undertakings.
Magazines Canada is a not-for-profit corporation operating within a set of by-laws. Magazines Canada is incorporated federally. An elected volunteer board of directors and elected chair has the fiduciary responsibility for the corporation. The association employs a chief executive officer (CEO) who is responsible for the executive direction of approved activity. In addition to its by-laws, and the requirements of the Canada Not-for-profit Corporations Act, the association operates with policy governance operational guidelines as follows:
Objectives of the Guidelines
- To be an effective tool to help Magazines Canada address short- to long-term issues as they arise in both a responsible and responsive manner;
- To allow the CEO and staff to develop and facilitate the implementation of Board policy in the service of the industry.
Responsibilities of the Board
- Establish policies necessary to govern the programs, services, and performance of the organization in the context of the business plan approved annually by the Board.
- Approach Board decision-making with an open mind and participate in making the best possible decisions for everyone involved.
- Prepare for, attend and actively participate in Board meetings.
- Prepare for, attend and participate in assigned committee meetings.
- Be well informed on issues and agenda items that require the attention of the Board.
- Work cooperatively with other Board members.
- Respect and support the decisions of the Board.
- Keep confidential information confidential.
- Assist the Chair in a formal process that will recruit, employ, support, monitor, evaluate and, if necessary, terminate the CEO.
- Give guidance to long-range planning and development.
- Monitor the finances of the organization and assist in the budget process.
- Represent the interests of all members served by the organization.
- Represent the members and the organization to the broader community.
Roles in Policy Development
- Policy Formation (creating) is the responsibility of the Board, committees and administrative staff. Policy is based upon timely, clear information provided by members, committees and staff working through the CEO. The volunteer leadership brings knowledge of industry to policy development. Staff can apply the knowledge of day-to-day operations and practices of the organization. This information is cooperatively shaped into policy proposals reflected in the business plan approved annually by the Board.
- Policy Determination (deciding) is the sole responsibility of the Board of Directors, not staff, individual volunteers and/or committees. Boards alone have the legal responsibility, authority and accountability for policy decisions. Policies become guidelines for staff work, programs and committee activities. Policies are the vehicles for achieving organizational purposes and objectives. A reporting process should be determined at the time a policy is made.
- Policy Implementation (doing) is the responsibility of the CEO and staff. Staff has the task of carrying out policy so that these decisions influence day-to-day operations. The CEO may ask volunteers to help implement a policy. Committees take action with a clear mandate from the Board through the office of the CEO. In effect, all staff and volunteers taking Board-sanctioned action report through the CEO to the Board. When staff and committees seek to implement and interpret Board-approved policies, they can expect the support of the Board.
- Policy Administration (enabling) is the sole responsibility of the CEO and the CEO's staff. They are responsible for organizing the systems to make a policy operable (i.e., office procedures, staff assignments, etc.). Individual Board members neither supervise nor direct the staff.
- Policy Evaluation (reviewing) is the responsibility of both Board and staff. It is important to regularly monitor the effectiveness and impact of policy decisions, and to make recommendations for continuation and change. This way, both the Board and staff can monitor the short- and long-range effects of a policy.
Committees of the Board
Magazines Canada’s Board of Directors may create committees, advisory groups and other assemblies to pursue ongoing policy development or to address specific policy issues as per the specific process outlined in Magazines Canada’s Policy Governance Operational Guidelines. Committees operate within the legal structure of Magazines Canada reflected in the corporation’s by-laws. The committees and advisory groups are composed of industry professionals of all disciplines who volunteer their time and talent to the development and delivery of varied initiatives that serve the entire magazine media.
All committees, advisory groups and the members therein are subject to the periodic review and approval of the Board of Directors. The Board chair, CEO and/or their designated representatives are members of all committees and advisory groups. Committees and advisory groups work within the context of the association’s Policy Governance Operational Guidelines herein.
The mandate, terms of reference and membership criteria of each committee (meaning any and all Board approved assemblies) create the framework within which a committee pursues its work. All committees with the exception of the Executive Committee are consultative and responsible to the Board of Directors, and will pursue process as follows:
- Each committee will be chaired by a member of the association who will work with designated Magazines Canada staff, prepare agendas, record meeting recommendations and develop and maintain clear communications between the committee and the Board of Directors.
- Committee member appointments and cross-appointments to other committees are subject to the consideration and approval of the Board on an annual basis.
- Membership in the committee is voluntary. Staff or paid consultants, including the CEO, may attend meetings as invited or required in support of the committee.
- The Board will endeavor to ensure that committee membership is representative of Magazines Canada’s member profile in terms of member magazine size and regional base, or to provide a specific expertise within the mandate focus of the committee. Industry suppliers may also populate committees where a particular expertise adds value to the development of policy initiatives.
- Committees may be asked by the Board and/or the CEO from time to time to assist the CEO in an operational process. No committee may take action without the consent of the Board of Directors.
- With the exception of the Executive Committee and Membership Committee, committee membership is not limited to members of the Board of Directors.
- As all committees are consultative, the committee chair will endeavor to assist in facilitating consensus recommendations in the context of the organization’s mission and guiding principles for consideration by the Board of Directors.
- Committees will meet at the call of the committee chair or the Board chair through notices directed and scheduled through the corporation’s offices.
- Should any member of a committee fail to attend three consecutive meetings, the corporation may assume, subject to communication, that the individual committee member has resigned from the committee.
There are two permanent due diligence committees:
The Executive Committee is composed of the association’s officers (Chair, Vice Chair, Treasurer, Secretary, Past Chair, CEO) and may, as needed, act on behalf of the Board of Directors as required subject to ratification by the Board at its scheduled meetings on all matters that may include but not be limited to: advising the Chair and the CEO in the execution of their respective duties; assisting the Chair with the performance evaluation of the CEO; assisting the Chair to evaluate, on an annual basis, the performance of the Board and the contribution of individual directors in the context of the corporation’s by-laws and policies; monitoring and/or evaluating the Board’s fiduciary responsibilities and other accountabilities including, but not limited to, financial planning and performance (audit) and board effectiveness, and making recommendations on these matters; directing the nominations process as stated in the corporation’s by-laws, and recommending short-term director replacements and candidates for committee and sub-committee chairs and membership; monitoring any review of by-laws and/or the governance policy and, where change is judged necessary, making certain that appropriate recommendations are considered by the Board and/or the members where approvals are required.
The Membership Committee pursues matters and makes recommendations to the Board of Directors regarding the membership application process that includes new member applications, status of probationary members and the ongoing status of members as per the corporation's by-laws and guidelines as approved by the Board of Directors.
The committee will provide oversight and guidance to advisory groups that may include but are not limited to: issues arising from the membership application process, definitions of membership classes and the code of reader and advertiser engagement.
All other committees and advisory groups include but are not limited to the following:
Market Intelligence Committee
The Market Intelligence Committee will consider all matters impacting the development of all manner of industry-specific information to help Canada’s magazine media better understand itself, its successes and its place in the macroeconomic environment through a robust and sustainable “research centre.”
The committee will provide guidance and oversight to advisory groups that will consider but not be limited to: reviewing scope of industry data needs and exploring original research needs; enhancing data and information exchange tools to build industry capacity; using acquired knowledge to provide other committees and advisories with tools to build advocacy, circulation, outreach and communications strategies and messaging; engaging with other research organizations, regional associations and governments that can partner in maximizing the availability of relevant and impactful market intelligence.
Government Relations Committee
The Government Relations committee will advise on initiatives that assist the federal government and, in partnership with regional associations, provincial governments to develop and sustain public policy initiatives that both recognize and support the economic and cultural value of Canada’s magazine media.
The committee will be informed by other committees and advisories and thereby provide oversight and guidance to advisory groups that include but are not limited to: a Digital Economy Strategies Advisory that will focus on policy positions that address magazine media’s potential as a strong contributor to the digital economy; a National Blue Box Advisory that, in partnership with regional associations, will consider pan-Canadian strategies that help governments and the industry work on achievable goals; a Magazines Ontario Advisory that focuses on public policy issues affecting Ontario-based magazines and, with regional association partners, addressing issues that impact on multiple jurisdictions.
Advertising Services Committee
The Advertising Services Committee will advise on strategies and priorities consistent with promoting the power of Canada’s magazine media brands to the advertising community.
The committee will provide oversight and guidance to advisory groups that may include but are not limited to: a Marketing Advisory Group that will advise on the development of initiatives that bring the magazine and agency/advertiser communities together, and will increase understanding of magazine media brand impact benefit; a Manufacturing and Technical Standards Advisory Group that will advise on issues concerning business-based manufacturing and technology, specifications, industry standards and the environment (sustainability and recycling).
Circulation Services Committee
The Circulation Services Committee will consider business issues and marketing initiatives that assist Canada’s magazine media to respond to evolving opportunities to reach readers wherever and however readers choose to engage.
The committee will provide oversight and guidance for advisory groups addressing services that include but are not limited to: working with delivery system suppliers of both print and digital on cost-effective services (and specifically a Canada Post Advisory Group); coordinating collaborative circulation marketing programs (direct mail and newsstand) that enhance both print and digital platforms and address member needs; overseeing print and digital newsstand sales and marketing systems.
Special Advisory Groups (permanent)
Cultural Magazines Advisory
The Cultural Magazines Advisory will consider matters relating to the interests of independent (parent company owns fewer than three titles) magazines that support and enrich Canadian culture and dialogue. The Cultural Magazines Advisory discusses and recommends ideas that harness opportunities and build strategies that serve these magazines, with the goal of promoting Canadian culture and publishing. It will advise the Government Relations Committee, as needed, on specific issues respecting the policies of the Canada Council for the Arts and provincial arts agencies.
The association defines cultural magazines as being publications centered on cultural issues, be they artistic, historical, social or ethnic, or otherwise devoted to supporting the understanding of Canadian identities.
Business Media (B2B) Advisory
The Business Media Advisory will consider matters relating to the interests of and specific initiatives required to support the aspirations of Canada’s business and professional magazine publishers. The advisory discusses and recommends on special projects that may include but are not limited to business summits, in-career training, government relations, market intelligence data, human resources requirements and business media marketing initiatives.
Last Update: Tuesday, October 2, 2012