AS IT DID FOR NEARLY EVERYONE, LAST YEAR DROVE CUCM’S BOARD OF DIRECTORS TO ADJUST TO NEW WAYS OF WORKING AND NECESSITATED A GREAT DEAL OF INGENUITY AND ADAPTABILITY ON THE PART OF ALL THOSE INVOLVED IN THE GOVERNANCE OF THE ORGANIZATION.
In the earliest days of the COVID-19 pandemic, as the first cases were being identified in Manitoba, CUCM’s board immediately made the transition to virtual meetings — first via telephone conference call and later via video conferencing tools like Skype and Zoom.
The board met on a weekly basis at the outset of the pandemic, fulfilling its fiduciary duty to oversee and monitor the risk and the organization’s response to the risk. The board received regular briefings from CUCM’s management on a wide range of topics including employee health and safety, CUCM’s business continuity plans, the pandemic’s impacts on day-to-day business, credit union communication and engagement, system liquidity and the results of stress testing and updates on the status of lending within the system. The board and management also discussed financial sector policy considerations, government relations, advocacy efforts and regulatory matters.
All told, the board exhibited a tremendous amount of flexibility and diligence in responding so quickly to meet its responsibility to monitor the organization’s response to the pandemic and provide guidance and sound governance as CUCM reacted to a rapidly evolving situation.
The pandemic’s impact was felt beyond just the boardroom table. CUCM’s annual general meeting — originally planned as an in-person event to be held in Winnipeg — was also required to be held virtually. Scheduled just two weeks after the outbreak first began in Manitoba, the annual general meeting was quickly shifted to a conference call format.
CUCM directors, management and staff, as well as credit union delegates from around the province, all gathered in a virtual environment to participate in what was a successful, if somewhat unconventional, annual meeting.
Despite the many challenges and additional oversight requirements brought on by the pandemic, CUCM’s board maintained all its traditional governance functions throughout 2020. The board and its committees (Audit & Risk, Governance & Conduct Review, and Investment) held all their scheduled meetings as planned throughout the year.
The annual board planning session, originally scheduled for June, was re-scheduled for October 2020 and held virtually. On Day 1 of the session, the board reflected on the current context and uncertainties, validated the 2021 Corporate Strategic Plan, and discussed the strategic direction for CUCM for the next five years to ensure CUCM devotes the necessary resources to execute the plan. On the second day of the planning session, directors reviewed CUCM’s strategic investments and discussed an overview of the investment principles, gathered thoughts on an investment strategy, discussed investment mechanisms, and explored the governance of CUCM’s investments.
Throughout the year the board also devoted significant time to considering, and providing feedback on, research to understand optimal models for serving members in the future. Connected to the longer-term strategic planning process, this was a major area of focus for the board in 2020, as directors provided management with regular input into the research findings and considerations for the corporate plan.
The board met on a weekly basis at the outset of the pandemic, fulfilling its fiduciary duty to oversee and monitor the risk and the organization’s response to the risk. The board received regular briefings from CUCM’s management on a wide range of topics including employee health and safety, CUCM’s business continuity plans, the pandemic’s impacts on day-to-day business, credit union communication and engagement, system liquidity and the results of stress testing and updates on the status of lending within the system. The board and management also discussed financial sector policy considerations, government relations, advocacy efforts and regulatory matters.
All told, the board exhibited a tremendous amount of flexibility and diligence in responding so quickly to meet its responsibility to monitor the organization’s response to the pandemic and provide guidance and sound governance as CUCM reacted to a rapidly evolving situation.
The pandemic’s impact was felt beyond just the boardroom table. CUCM’s annual general meeting — originally planned as an in-person event to be held in Winnipeg — was also required to be held virtually. Scheduled just two weeks after the outbreak first began in Manitoba, the annual general meeting was quickly shifted to a conference call format.
CUCM directors, management and staff, as well as credit union delegates from around the province, all gathered in a virtual environment to participate in what was a successful, if somewhat unconventional, annual meeting.
Despite the many challenges and additional oversight requirements brought on by the pandemic, CUCM’s board maintained all its traditional governance functions throughout 2020. The board and its committees (Audit & Risk, Governance & Conduct Review, and Investment) held all their scheduled meetings as planned throughout the year.
The annual board planning session, originally scheduled for June, was re-scheduled for October 2020 and held virtually. On Day 1 of the session, the board reflected on the current context and uncertainties, validated the 2021 Corporate Strategic Plan, and discussed the strategic direction for CUCM for the next five years to ensure CUCM devotes the necessary resources to execute the plan. On the second day of the planning session, directors reviewed CUCM’s strategic investments and discussed an overview of the investment principles, gathered thoughts on an investment strategy, discussed investment mechanisms, and explored the governance of CUCM’s investments.
Throughout the year the board also devoted significant time to considering, and providing feedback on, research to understand optimal models for serving members in the future. Connected to the longer-term strategic planning process, this was a major area of focus for the board in 2020, as directors provided management with regular input into the research findings and considerations for the corporate plan.
A U D I T A N D R I S K C O M M I T T E E
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.
M E E T I N G A T T E N D A N C E
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Larry Davey - 1/1 [CHAIR] [PR]
Martin Trudeau - 4/4 [CHAIR] [PO] Jim Rediger - 4/4 [VICE-CHAIR] [PR] Mike Csversko - 4/4 [VICE-CHAIR] [PO] Brad Penner - 3/3 |
G O V E R N A N C E A N D C O N D U C T C O M M I T T E E
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.
M E E T I N G A T T E N D A N C E
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Kevin Sitka - 6/6 [CHAIR]
Brad Penner - 2/2 [VICE-CHAIR] [PR] Bruce Penner - 4/4 [VICE-CHAIR] [PO] Larry Davey - 6/6 Paul Holden - 5/6 |
I N V E S T M E N T C O M M I T T E E
This committee oversees CUCM’s investment policies and strategic investments. It reports to the board on exceptions to policy, and reviews, approves and presents for board approval any strategic investment opportunity pursuant to the General Investment Policy
M E E T I N G A T T E N D A N C E
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Brad Penner - 2/2 [CHAIR]
Bruce Penner - 2/2 [VICE-CHAIR] Larry Davey - 2/2 Ed Bergen - 2/2 |
N O M I N A T I N G C O M M I T T E E
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 meeting in 2020.
The Nominating Committee did not meeting in 2020.
M E M B E R S |
Bruce Penner
Kevin Sitka Paul Holden Jim Rediger Ed Bergen Mike Csversko |