Guidelines for Corporate Governance
Ethics and Code of Conduct
Our Directors are expected to carry out their duties honestly, with integrity and in good faith. They are expected to demonstrate the highest ethical standards and to be accountable for their decisions. Directors are required to comply with all applicable rules concerning conflicts of interest, which can be found in the Governance Rules and Practices Manual at yvr.ca/boardmanual.
Every Director is required to file a disclosure statement at the start of his or her appointment. After that, each Director must file an annual disclosure statement, which is reviewed by the Chair, the President & CEO, the Corporate Secretary and our external auditors. In addition, any Director may review the statements upon request to the Corporate Secretary.
Our by-laws require that we report annually in writing on the Directors’ compliance with these conflict of interest guidelines. The Airport Authority confirms that all Directors complied in all material respects with the rules concerning conflicts of interest in 2016.
Although we are not a listed company, we choose to report against National Policy 58-201, Corporate Governance Guidelines, and the accompanying National Instrument 58-101, Disclosure of Corporate Governance Practices.
1. The Board of Directors
Disclose Independent Directors and whether or not majority are independent. Explain directors who are not independent.
- All Directors are independent with the exception of the President & CEO, who is an employee and executive officer of the Airport Authority.
If Independent Directors hold regularly scheduled meetings at which members of management are not in attendance.
- Independent Directors held an in camera session, without the presence of management, at every regular Board and Committee meeting in 2016; i.e., at nine regular Board meetings and 19 Committee meetings. In addition, the Finance and Audit Committee, which consists entirely of independent Directors, holds separate in-camera sessions with the External Auditor and the Internal Auditor at each meeting they attend.
If the Chair of the Board is an Independent Director, the identity of the Chair and his or her responsibilities.
- Mary Jordan, the Chair, is an Independent Director. The Chair’s Terms of Reference can be found at Tab 4 in the Board’s Governance Rules and Practices Manual.
- The Governance Committee reviews the Chair’s Terms of Reference annually.
Disclose the attendance record of Directors.
- The Governance Committee reviews Director attendance annually. In 2016, there were 31 meetings of the full Board and Board Committees as well as the Annual Public Meeting and Board Retreats. In addition, Directors participated in 12 Task Force meetings in 2016. Including all of these meetings, the Board had an overall average attendance rate of 98 per cent.
2. Board Mandate
Disclose the text of the Board’s written mandate.
- The Administrative Guidelines and Terms of Reference for the Board of Directors can be found at Tabs 2 and 3, respectively, in the Board’s Governance Rules and Practices Manual.
3. Position Descriptions
Whether the Board has developed written position descriptions for the Chair and the Chair of each Board Committee.
- The Terms of Reference for the Chair (Tab 4), Guidelines for Committees (Tab 15b) and Terms of Reference for each individual Committee (Tabs 15c to 15f) can be found in the Board’s Governance Rules and Practices Manual. The latter two effectively guide the Committee Chairs.
Whether the Board and CEO have developed a written position description for the CEO.
- The Terms of Reference for the President and CEO can be found at Tab 5 in the Board’s Governance Rules and Practices Manual.
4. Orientation and Continuing Education
What measures the Board takes to orient new Directors regarding the role of the Board, its committees and its Directors and the nature and operation of the corporation’s business.
- The orientation and continuing education programs are described in Tab 8, Director Development and Education Plan, in the Board’s Governance Rules and Practices Manual.
What measures the Board takes to provide continuing education for its Directors and how the Board ensures its Directors maintain the skill and knowledge necessary to meet their obligations as Directors.
- The Orientation program includes an Aviation 101 course for all new Directors including an introduction to the industry, presentations from each Vice President and an overview of key issues facing the Airport Authority in the near to medium term. The orientation program also includes a briefing on the Airport Authority’s executive compensation program. An orientation checklist is prepared for each new Director and the completed list is circulated to the Governance Committee. The Education and Development program is reviewed annually by the Governance Committee.
- In terms of ongoing development, the Board receives periodic sessions with either outside or internal experts on topics of importance to the industry. Directors are also informed of external seminars.
5. Ethical Business Conduct
Whether the Board has adopted a written code of conduct; how an interested party may obtain a copy; and how the Board monitors compliance with its code.
- The Code of Conduct for Directors and Rules Concerning Conflicts of Interest can be found at Tab 7 in the Board’s Governance Rules and Practices Manual.
- The Finance and Audit Committee is charged with ensuring that the conflict of interest guidelines are strongly maintained and reviews this matter annually.
- Each Director is required to file an annual disclosure statement; the statements are reviewed by the Chair, President and Corporate Secretary and available for review by any Director upon request to the Corporate Secretary.
Any steps the Board takes to ensure Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or executive officer has a material interest.
- The by-laws require an annual statement on Directors’ compliance with its conflict of interest guidelines.
- Should a Director engage in an activity which may be construed as a conflict, the Director must make full disclosure to the Chair, copying the Corporate Secretary, who will rule on the conflict in writing. It would be a very rare occurrence for a Director or Executive to have a material interest in a transaction or agreement being considered by the Board; should this occur, the director or executive will not receive written material and will recuse him or herself from the Board discussion and decision making.
Any other steps the Board takes to encourage and promote a culture of ethical business conduct.
- The Chair has appointed the Corporate Secretary to serve as the Designated Officer for the administration of rules for Airport authority employees concerning Conflict of Interest. The Conflict of Interest Policy and form is circulated annually to all budget holders, all members of the Supply Management Department and other key employees.
- The Board adopted a formal Whistleblower Policy in 2004 and revised the Policy in 2009; copies of the Policy are available upon request to the Corporate Secretary. In addition to internal channels for reporting, the Whistleblower Policy includes an option to report via a third party confidence phone line or website.
- Periodic reminders of the Whistleblower Policy are distributed to employees and to third-party vendors.
6. Nomination of Directors
The process by which the Board identifies new candidates.
Whether or not the Board has a nominating committee composed entirely of Independent Directors.
If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.
- The Board may appoint up to five Directors from the Community at large. The Governance Committee, which is composed entirely of Independent Directors, acts as the Nominating Committee and is responsible for the recruitment and recommendation of candidates to the Board for its consideration to fill at-large positions.
- The Governance Committee annually reviews a Director Skills and Experience Matrix to ensure that the matrix continues to be aligned with the strategic direction of the business. It then reviews the skills, knowledge and attributes of current Directors—as well as their length of tenure—in order to identify current and upcoming gaps. It also considers the Board Diversity Policy.
- The Governance Committee may engage assistance from an external consultant to help with this process.
- For Director positions nominated by Nominating Entities, the Chair reviews the Board Matrix with the Entity and discusses the skills and experience currently required by the Board as well as our Diversity Policy and requests that the Entity keep these in mind in making its nomination.
- The Governance Committee’s Terms of Reference can be found at Tab 15d in the Board’s Governance Rules and Practices Manual.
The process by which the Board determines the compensation for Directors and officers.
Whether or not the Board has a compensation committee composed entirely of Independent Directors.
- The Human Resources and Compensation Committee is composed entirely of Independent Directors.
If the Board has a compensation committee, describe the responsibilities, powers and operation of the committee.
- The Human Resources and Compensation Committee’s Terms of Reference can be found in the Board’s Governance Rules and Practices Manual.
If a compensation consultant or advisor has, at any time since the beginning of the corporation’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s Directors and officers, disclose the identity of the consultant or adviser and summarize the mandate for which they have been retained.
- The Human Resources and Compensation Committee engaged Mercer to provide independent compensation advice with regard to the executive compensation plan.
8. Other Board Committees
Disclose whether or not the Board has standing committees other than audit, compensation and nominating committees and describe their function.
- The Board also has a Planning and Development Committee. Its Terms of Reference can be found in the Board’s Governance Rules and Practices Manual.
Disclose whether or not the Board, its committees and individual Directors are regularly assessed with respect to their effectiveness and contribution and describe the process used for the assessment.
- This is an annual process to review Board, Committee and individual Director effectiveness, which is set out in Tab 10 – The Board Evaluation Process in the Board’s Governance Rules and Practices Manual.
- In 2016, the Board engaged Watson Inc. to conduct both a Board and Individual Director Peer Evaluation process.
- The evaluation process included an overall review of Board and Committee effectiveness through the use of a preliminary written survey followed by a one-on-one interview conducted by Watson. Directors received a comprehensive interview guide to assist with their interview preparation. In 2016, members of the Executive Team, excluding the Corporate Secretary, also took part in the evaluation for the first time by completing a written survey.
- The Individual Director Peer Evaluation results were tabulated by Watson and discussed with the individual Director and the Board Chair only.
10. Director Term Limits and Other Mechanisms of Board renewal
Disclose whether or not the Board has adopted Term Limits for the Directors on its Board or other mechanism of Board renewal and, if so, include a description of those Director term limits or other mechanisms of Board renewal.
- The Airport Authority has adopted term limits. As set out in Section 1.4 of the corporate by-laws, Directors may serve a maximum of nine years, three terms of three years each. The by-law includes a provision that allows it to appoint a Director for an additional 10th year in circumstances where the turnover on the Board in a given year would be greater than two.
11. Policies Regarding the Representation of Women on the Board
Disclose whether the Board has adopted a written policy relating to the identification and nomination of women Directors.
- The Board adopted a written Board Diversity Policy in 2016. The Policy includes a target of half the Board membership being drawn from the four groups designated under applicable federal legislations: women, visible minorities, persons with disabilities and aboriginal peoples. Five seats on the Board are currently occupied by women.
12. Consideration of the Representation of Women in the Director Identification and Selection Process
Disclose whether and, if so, how the Board or nominating committee considers the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board.
- As set out in our Diversity Policy, the Governance Committee, which acts as the Nominating Committee, specifically instructs third-party search firms to identify women and other diversity candidates, where possible, who have the skill sets and experience required at a given time. It has successfully recruited women with experience in finance, the airline industry and the new economy/technology sector. We also encourage our Nominating Entities to consider women candidates along with other candidates who reflect the diversity of our community in their nomination processes.
13. Consideration Given to the Representation of Women in Executive Officer Appointments
Disclose whether and, if so, how the corporation considers the level of representation of women in executive officer positions when making executive officer appointments.
- The Airport Authority has a policy that says we will strive to create a workplace that reflects the diversity of the community we serve and this includes a commitment to diversity and inclusion in our management team. We support the Employment Equity Act and take measures to ensure fair employment practices across our organization. We are an equal opportunity employer and encourage applications from women, visible minorities, aboriginal peoples and persons with disabilities.
14. Board’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions
Disclose whether the corporation has adopted a target (percentage or range by a set date) regarding women on the corporation’s Board.
- The Board Diversity Policy includes a target that half of the Board will be made of members from the four designated groups: women, visible minorities, persons with disabilities and aboriginal persons.
Disclose whether the corporation has adopted a target regarding women in executive officer positions of the corporation.
- The Airport Authority has a long-term stretch target of 50 per cent of all management positions, including executive roles, being held by women. For executive roles, we have actively recruited into management positions below the executive ranks, which is a pool from which future corporate officers may be drawn. As of the end of December 2016, women accounted for 41 per cent of the Airport Authority’s management team, excluding those in executive positions. This exceeds the 30.9% representation of women in middle and other management roles across Canada.
15. Number of Women on the Board and in Executive Officer Positions
Disclose the number and proportion (in percentage terms) of Directors on the Board who are women.
The average proportion of female board members on Financial Post 500 Boards is 21.6 per cent.
In 2016, there were five women, including the Chair, on the YVR Board. This represents 36 per cent of the Board which has a total of 14 Directors.
Disclose the number and proportion (in percentage terms) of executive officers, including all major subsidiaries of the corporation, who are women.
The proportion of women in senior management across Canada is 27.4 per cent.
In 2016, there were four women Vice Presidents of YVR, which constituted 44 per cent of the nine officers of the company.