Members of insurer board of directors not necessarily disqualified from Crown boards

A person can be both a director of a federally regulated insurer and a Crown corporation, as long as that person is not considered Crown agent, the Office of the Superintendent of Financial Institutions (OSFI) has ruled.
OSFI was asked to rule on a situation in which a director of a federal insurance company was approached to become a director of a Crown corporation.
The insurance company asked OSFI whether or not the appointment would disqualify the director from serving on its board.
“The question whether a person is an agent or servant of the Crown depends on the degree of control which the Crown, through its ministers, can exercise over the performance of his or its duties,” OSFI ruled.
“The greater the control, the more likely it is that the person will be recognized as a Crown agent.”
A director of a Crown corporation may be an agent of Her Majesty in right of Canada or in right of a province, for example, if the government has the discretion to terminate the appointment or remove or suspend the director at any time.
The director might also be considered a Crown agent in circumstances in which the director must ensure the implementation of a directive of the government to the Crown corporation, OSFI added.
“OSFI concluded that a director of a federally regulated entity may also be a director of a Crown corporation provided that being a director of the Crown corporation does not result in the person being an agent of Her Majesty in right of Canada or in right of a province,” the ruling said.