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Corporate Governance
Last year was a year of transition for CUCM’s board of directors, as four long-serving directors — including the long-time chair of the board — stepped down to make way for four new directors. |
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The retiring directors included Russ Fast (Peer Group 1, Vice-Chair of Steinbach Credit Union), Gord Kirkwood (Peer Group 4, ceo of Entegra Credit Union), Lee Gregory (Peer Group 5, Director and Past Chair, Noventis Credit Union) and Sandy Wallace (Peer Group 5, Chair, Niverville Credit Union). The incoming directors were Bruce Penner (Peer Group 1, Director, Steinbach Credit Union), Ed Bergen (Peer Group 4, ceo, Sunova Credit Union), Martin Trudeau (Peer Group 5, ceo, Belgian-Alliance Credit Union) and Mike Csversko (Peer Group 5, Director, Fusion Credit Union).
Director orientation sessions were held early in 2019, providing the new directors with a comprehensive overview of CUCM’s governance structure, including the composition of the management team as well as the roles of the board and its various committees. The orientation sessions, conducted in April of 2019, included a review of CUCM’s Vision, Mission and Purpose, as well as an overview of the organization’s values and ongoing goals and objectives. The new directors also received information on CUCM’s priority themes and some of the strategic issues facing the organization. The orientation session concluded with a review of each new member’s role as a director, a discussion on the board’s culture, an overview of the board policies and procedures and finally a look at the 2019 schedule of board and committee meetings. Throughout 2019, CUCM’s board of directors continued to make improvements to the organization’s governance processes. The board approved revisions to the Director Competencies Profile and director self-assessment matrix. The revisions included updating and streamlining the competencies to emphasize listening skills, the importance of valuing diversity of opinions and perspectives, business judgment, and commitment and engagement. During the year, the board also benchmarked CUCM’s governance practices against those of organizations that participated in the 2019 Corporate Governance Best Practices survey, conducted by Compensation Governance Partners in collaboration with Governance Professionals Canada. The survey respondents included 70 Canadian organizations across multiple industries and sectors. Nearly a third were from the financial services industry. The benchmarking showed that CUCM’s governance practices are in line with the practices of these organizations when it comes to board and committee operations and effectiveness, except in the areas of board diversity and corporate sustainability. The board remains committed to emphasizing the importance of diversity while respecting the democratic nature of board appointments from the system’s peer groups and continues to look for ways to promote diversity at all levels of the system’s governance structures in order to foster greater diversity at the board level in the future. The board also recommended management investigate corporate sustainability policies from like organizations and develop a draft policy for board review. The board also reviewed the Director Nominations and Elections Package for 2019. The package was revised to include a truncated questionnaire to be completed by incumbent directors. The questionnaire is intended to provide the Nominating Committee with an overview of an incumbent director’s background, qualifications and perspective on board-management relations. The director will be required to complete the questionnaire once during their time of service on the board. Last year, management expanded the planning process to seek more board input earlier in the cycle. Director involvement in the planning process remains ongoing and has become a focus for discussion at each board meeting. Ultimately, this planning process aims to consider the strategic direction credit unions need to take in order to thrive in the future as well as the role of CUCM in supporting them to transition there. To that end, the board also participated in its annual two-day planning session in June. The planning session was attended by both the board and management. |
Committees and Meeting Attendance
Board of Directors
11/11 attended - Paul Holden, Director, Cambrian Credit Union (CUCM Chair), Peer Group 3
11/11 attended - Larry Davey, CEO, Access Credit Union (CUCM Vice-Chair), Peer Group 4
8/8 attended - Bruce Penner, Director, Steinbach Credit Union, Peer Group 1
10/11 attended - Kevin Sitka, CEO, Assiniboine Credit Union, Peer Group 2
11/11 attended - Jim Rediger, CEO, Westoba Credit Union, Peer Group 4
10/10 attended - Ed Bergen, CEO, Sunova Credit Union, Peer Group 4
9/10 attended - Martin Trudeau, CEO, Belgian-Alliance Credit Union, Peer Group 5
11/11 attended - Brad Penner, CEO, Rosenort Credit Union, Peer Group 5
9/10 attended - Mike Csversko, Director, Fusion Credit Union, Peer Group 5
11/11 attended - Paul Holden, Director, Cambrian Credit Union (CUCM Chair), Peer Group 3
11/11 attended - Larry Davey, CEO, Access Credit Union (CUCM Vice-Chair), Peer Group 4
8/8 attended - Bruce Penner, Director, Steinbach Credit Union, Peer Group 1
10/11 attended - Kevin Sitka, CEO, Assiniboine Credit Union, Peer Group 2
11/11 attended - Jim Rediger, CEO, Westoba Credit Union, Peer Group 4
10/10 attended - Ed Bergen, CEO, Sunova Credit Union, Peer Group 4
9/10 attended - Martin Trudeau, CEO, Belgian-Alliance Credit Union, Peer Group 5
11/11 attended - Brad Penner, CEO, Rosenort Credit Union, Peer Group 5
9/10 attended - Mike Csversko, Director, Fusion Credit Union, Peer Group 5
Retired Directors
3/4 attended - Russell Fast, First Vice-Chair, Steinbach Credit Union, Peer Group 1
2/2 attended - Gordon Kirkwood, CEO, Entegra Credit Union, Peer Group 5
2/2 attended - Lee Gregory, Director, Noventis Credit Union, Peer Group 5
2/2 attended - Alexander (Sandy) Wallace, President, Niverville Credit Union, Peer Group 5
3/4 attended - Russell Fast, First Vice-Chair, Steinbach Credit Union, Peer Group 1
2/2 attended - Gordon Kirkwood, CEO, Entegra Credit Union, Peer Group 5
2/2 attended - Lee Gregory, Director, Noventis Credit Union, Peer Group 5
2/2 attended - Alexander (Sandy) Wallace, President, Niverville Credit Union, Peer Group 5
Audit and Risk Committee
This committee oversees CUCM’s external and internal auditors and the organization’s risk management processes, including the appointment and compensation of the external auditors, the Director of Internal Audit and the Chief Risk Officer. The committee reviews and reports on the audited financial statements, reviews difficulties encountered by the auditors in the performance of their audits, reviews critical and significant recommendations on the subjects of internal control, financial risk or process improvement — and management’s response thereto — and ensures that management maintains an appropriate system of internal controls. The committee also reviews the risk appetite framework, including risks identified by management through
the risk register, and provides input to the approval of changes
to business strategies and the corresponding risk appetite.
It also reviews significant risks and exposures, and management’s response to those risks, and the impact of changes to investment and lending policies recommended by the investment committee.
This committee oversees CUCM’s external and internal auditors and the organization’s risk management processes, including the appointment and compensation of the external auditors, the Director of Internal Audit and the Chief Risk Officer. The committee reviews and reports on the audited financial statements, reviews difficulties encountered by the auditors in the performance of their audits, reviews critical and significant recommendations on the subjects of internal control, financial risk or process improvement — and management’s response thereto — and ensures that management maintains an appropriate system of internal controls. The committee also reviews the risk appetite framework, including risks identified by management through
the risk register, and provides input to the approval of changes
to business strategies and the corresponding risk appetite.
It also reviews significant risks and exposures, and management’s response to those risks, and the impact of changes to investment and lending policies recommended by the investment committee.
Attendance
4/4 attended - Larry Davey, CEO, Access Credit Union (Chair), Peer Group 4
4/4 attended - Jim Rediger, CEO, Westoba Credit Union (Vice-Chair), Peer Group 4
3/3 attended - Mike Csversko, Director, Fusion Credit Union, Peer Group 5
3/3 attended - Martin Trudeau, CEO, Belgian-Alliance Credit Union, Peer Group 5
1/1 attended - Gordon Kirkwood, CEO, Entegra Credit Union, Peer Group 5
1/1 attended - Alexander (Sandy) Wallace, President, Niverville Credit Union, Peer Group 5
4/4 attended - Larry Davey, CEO, Access Credit Union (Chair), Peer Group 4
4/4 attended - Jim Rediger, CEO, Westoba Credit Union (Vice-Chair), Peer Group 4
3/3 attended - Mike Csversko, Director, Fusion Credit Union, Peer Group 5
3/3 attended - Martin Trudeau, CEO, Belgian-Alliance Credit Union, Peer Group 5
1/1 attended - Gordon Kirkwood, CEO, Entegra Credit Union, Peer Group 5
1/1 attended - Alexander (Sandy) Wallace, President, Niverville Credit Union, Peer Group 5
Governance and Conduct Review Committee
This committee oversees the quality and effectiveness of CUCM’s corporate governance. Among a wide range of responsibilities, the committee studies, recommends and reviews the development of, and compliance with, board policies and procedures to advance good corporate governance. The committee oversees board succession and the population of other board committees. It develops and oversees training programs for the board and maintains a matrix of director talents and board requirements to identify skill strengths of directors and any gaps on the current board. It applies CUCM’s conflict of interest policies and procedures in reviewing conflict of interest situations and
all transactions with related parties of CUCM.
This committee oversees the quality and effectiveness of CUCM’s corporate governance. Among a wide range of responsibilities, the committee studies, recommends and reviews the development of, and compliance with, board policies and procedures to advance good corporate governance. The committee oversees board succession and the population of other board committees. It develops and oversees training programs for the board and maintains a matrix of director talents and board requirements to identify skill strengths of directors and any gaps on the current board. It applies CUCM’s conflict of interest policies and procedures in reviewing conflict of interest situations and
all transactions with related parties of CUCM.
Attendance
4/4 attended - Kevin Sitka, CEO, Assiniboine Credit Union, Peer Group 2 (Chair)
2/2 attended - Brad Penner, CEO, Rosenort Credit Union, Peer Group 5 (Vice-Chair)
3/3 attended - Larry Davey, CEO, Access Credit Union, Peer Group 4
4/4 attended - Paul Holden, Director, Cambrian Credit Union, Peer Group 3
1/1 attended - Russell Fast, First Vice-Chair, Steinbach Credit Union, Peer Group 1
1/1 attended - Lee Gregory, Director, Noventis Credit Union, Peer Group 5
4/4 attended - Kevin Sitka, CEO, Assiniboine Credit Union, Peer Group 2 (Chair)
2/2 attended - Brad Penner, CEO, Rosenort Credit Union, Peer Group 5 (Vice-Chair)
3/3 attended - Larry Davey, CEO, Access Credit Union, Peer Group 4
4/4 attended - Paul Holden, Director, Cambrian Credit Union, Peer Group 3
1/1 attended - Russell Fast, First Vice-Chair, Steinbach Credit Union, Peer Group 1
1/1 attended - Lee Gregory, Director, Noventis Credit Union, Peer Group 5
Investment Committee
This committee oversees CUCM’s investment policies and strategic investments. It reports to the board on exceptions to policy and reviews, and approves and presents for board approval any strategic investment opportunity pursuant to the General Investment Policy.
This committee oversees CUCM’s investment policies and strategic investments. It reports to the board on exceptions to policy and reviews, and approves and presents for board approval any strategic investment opportunity pursuant to the General Investment Policy.
Attendance
2/2 attended - Brad Penner, CEO, Rosenort Credit Union (Chair), Peer Group 5
2/2 attended - Jim Rediger, CEO, Westoba Credit Union (Vice-Chair), Peer Group 4
2/2 attended - Ed Bergen, CEO, Sunova Credit Union, Peer Group 4
2/2 attended - Bruce Penner, Director, Steinbach Credit Union, Peer Group 1
2/2 attended - Brad Penner, CEO, Rosenort Credit Union (Chair), Peer Group 5
2/2 attended - Jim Rediger, CEO, Westoba Credit Union (Vice-Chair), Peer Group 4
2/2 attended - Ed Bergen, CEO, Sunova Credit Union, Peer Group 4
2/2 attended - Bruce Penner, Director, Steinbach Credit Union, Peer Group 1
Nominating Committee
This became a board committee in 2018, having previously been a system committee. It reviews and endorses candidates to CUCM’s board vis-a-vis the eligibility requirements set out in CUCM’s bylaws, the Director Competency Profile and, more broadly, their ability to strengthen the board.
The Nominating Committee did not meet in 2019.
This became a board committee in 2018, having previously been a system committee. It reviews and endorses candidates to CUCM’s board vis-a-vis the eligibility requirements set out in CUCM’s bylaws, the Director Competency Profile and, more broadly, their ability to strengthen the board.
The Nominating Committee did not meet in 2019.
Nominating Committee Members
Larry Davey, CEO, Access Credit Union, Peer Group 4
Jim Rediger, CEO, Westoba Credit Union, Peer Group 4
Ed Bergen, CEO, Sunova Credit Union, Peer Group 4
Martin Trudeau, CEO, Belgian-Alliance Credit Union, Peer Group 5
Brad Penner, CEO, Rosenort Credit Union, Peer Group 5
Mike Csversko, Director, Fusion Credit Union, Peer Group 5
Larry Davey, CEO, Access Credit Union, Peer Group 4
Jim Rediger, CEO, Westoba Credit Union, Peer Group 4
Ed Bergen, CEO, Sunova Credit Union, Peer Group 4
Martin Trudeau, CEO, Belgian-Alliance Credit Union, Peer Group 5
Brad Penner, CEO, Rosenort Credit Union, Peer Group 5
Mike Csversko, Director, Fusion Credit Union, Peer Group 5