About the Board
The Board has four committees:
- The Finance and Audit Committee ensures that Vancouver Airport Authority has a rigorous system of internal controls and financial reporting and is in compliance with applicable laws and regulations related to financial disclosure. This Committee reviews the Strategic, Financial and Capital Plans and plays a lead role in identifying major business risks and reviewing the Enterprise Risk Management system.
- The Governance Committee is responsible for ensuring that our Board’s governance practices enhance corporate performance and that we remain transparent and accountable. It develops a long–term plan for the composition of the Board and annually reviews Vancouver Airport Authority’s stakeholder relationship activities. The Governance Committee also reviews the plans and programs used to ensure that the Airport Authority remains environmentally responsible and in compliance with applicable environmental law and regulation.
- The Human Resources and Compensation Committee guides Vancouver Airport Authority’s long-term talent strategy and oversees the human resources and compensation policies, ensuring there is a plan for the development and orderly succession of executives and other key employees. It also assists the Board with regard to its role in the oversight of organizational culture.
- The Planning and Development Committee assists the Board in meeting its responsibility for long-range planning including strategic, master and capital plans. It reviews the sustainability case, scope, schedule and budget for major capital projects. It also plays a lead role in identifying strategic risks and opportunities.
In addition, the Board periodically establishes Task Forces to undertake specific assignments.
Our directors are appointed to a three-year term and are eligible for re-appointment for two additional terms for a total of nine years. To balance the need for renewal and continuity, there is a limited exception allowing a director to serve for one additional year if more than two directors retire in a given year.
Our Board currently has 14 directors: nine nominated by nominating entities, four appointed by the Board from the community at large and one seat held by the President & CEO of Vancouver Airport Authority. Our nominating entities include:
- Chartered Professional Accountants of British Columbia – 1 director
- City of Richmond – 1 director
- City of Vancouver – 1 director
- Engineers and Geoscientists British Columbia – 1 director
- Government of Canada – 2 directors
- Greater Vancouver Board of Trade – 1 director
- Law Society of British Columbia – 1 director
- Metro Vancouver – 1 director
Except for the President & CEO, all directors are independent. They have no direct or indirect material relationship with Vancouver Airport Authority or its subsidiaries and are independent of Management. Our directors are free from any interest, business or other relationship that could, or could reasonably be perceived to, interfere with a director’s ability to exercise independent judgment and act with a view to the best interests of Vancouver Airport Authority.
Each Nominating Entity has its own nomination process. The nominating entities may not nominate a person in their employment. In addition, persons holding or nominated for an elected office are ineligible.
Engagement with Nominating Entities and Stakeholders
The Board ensures that Vancouver Airport Authority pro-actively engages with our nominating entities and other stakeholders. To foster positive outreach with the nominating entities, nominated directors establish an annual communications plan with their nominating entity. The process is set out in Tab 13, Communications Plan with Nominating Entity, of our Board Manual and is reviewed annually by the Governance Committee. This formal process is supplemented with numerous informal communications.
The Governance Committee’s mandate also includes a duty to review stakeholder relations. This includes an annual review of Vancouver Airport Authority’s Communications Policy, relationship with federal and local governments and relations with our neighbouring communities and business partners. Examples of how we account to the community can be found in Section 2.2 of Tab 12, Accountability and Transparency, of our Board Manual. Numerous examples of community engagement can be found throughout the body of this report.
Board Succession Planning and Diversity
The Board strives to ensure that it collectively has the skills and experience needed to maintain the health of the organization and guide its long-term success. Our Board Skills and Experience Matrix allows us to see where there may be gaps—to assist both our nominating entities in making their nominations and the Board when looking to fill at-large vacancies. The first part of the Matrix, reproduced below, lists Essentials. All directors are expected to have the 10 included skills.
Board Skills and Experience Matrix: Essentials
|Integrity and Accountability||Demonstrated integrity and high ethical standards both in personal and professional dealings.
Willing to act on, and remain accountable for, decisions made in the boardroom.
|Conflict of Interest||No real or perceived conflicts that are not easily satisfied through disclosure or exclusion from particular issues. This is verified annually.|
|Time Availability||Ability to devote the required time for preparation before, and participation at, Board and committee meetings.|
|Financial Literacy||Competent in understanding financial matters and statements.
Familiar with current accounting processes used to evaluate a corporation’s financial performance.
|Strategic Insight||Capable of contributing to Board work on identifying key trends, assessing risks and opportunities.
Skilled in providing insight and suggestions in making strategic decisions, including encouraging innovation and focusing the Airport Authority’s strategic vision.
|Board Experience||Service on the Board of a large corporation, preferably with experience as committee chair.
Experience with other types of Boards (e.g. community and not-for-profit) or as CEO reporting to a Board.
|Leadership||Ability, shown by prior actions, of taking into consideration all stakeholders as part of making sound business decisions.
Ability to set “tone at the top” and promote a positive Board culture
An understanding of current best practices in corporate management in complex, rapidly evolving business environments.
|Risk Management||Understanding of, and experience with, modern enterprise risk management systems and programs.|
|Informed Judgment||Ability to communicate wise, thoughtful counsel on a broad range of issues helpfully.|
|Mature Confidence||Ability to facilitate superior Board and team performance by demonstrating respect for others.
Places a premium value on collective achievement over individual performance.
|High Performance Standards||High standards for self and others reflected in a record of achievement.|
|Diversity||The Board should be reflective of the community we serve in terms of the categories identified in the Employment Equity Act: Women, Visible Minorities, Aboriginal Peoples and Persons with Disabilities. In addition the Board should include a diversity of ages and consider directors resident in B.C. communities from outside the Lower Mainland.|
Board Skills and Experience Matrix: Desired Skills and Experience
The second part of the Matrix lists desired skills and experience. We look for directors with these specific skill sets, which ensure they can analyze issues effectively and make sound decisions.
|Aviation/Air and Other Transportation Industry Experience||Senior executive, in particular: international airports, aviation, airline, development manufacturing and maintenance of aircraft, cargo and logistics, and other modes of international passenger and cargo movement.|
|Senior Executive Experience||Chief Executive Officer, Chief Operating Officer, Executive Vice President or Senior Vice President of a large corporation.|
|Financial Experience||Chief Financial Officer or senior financial executive of a large corporation.
Senior Audit Partner with one of the major Canadian audit firms.
Corporate finance leadership, including investment banking, mergers and acquisitions, and other complex financial transactions.
|Retail Experience||Senior executive, in particular: direct to consumer sales; shopping centre design development and management.|
|Land or Project Development Experience||Senior executive, oversight and/or project management of large capital projects from inception to completion.
Complex engineering, multi-sourced financing projects including public, government and environmental approval processes.
|Digital Technology Experience||Senior leader, digital universe, information technology, social media, e-commerce, cybersecurity, new economy, business intelligence and analytics and their application in for-profit businesses.|
|International Experience||Considerable work outside Canada, global business and marketing.
Extensive relevant contacts.
Strong credibility with the Canadian government as a senior international business person.
|Government Relations and Community Service||Extensive work with, or within, government. Knows policy and legislation development, credibility and connections within a) political and civil service sectors and b) community organizations.
Experience serving within and leading charitable organizations.
|Customer Service Experience||Senior executive from an industry where meeting individual customer needs is critical to the organization’s success; in particular, travel, hospitality, theme park and cruise industries.|
|Compensation and Human Resources Experience||Senior human resource executive in a large corporation: knows executive compensation, performance management systems, succession planning and development.
Senior partner in a recognized compensation or human resource consultancy.
|Legal Experience||Senior Partner of a law firm with a broad range of clients and transactions, preferably a leadership role within the firm or senior legal executive in a large corporation.|
|Tourism Marketing||Senior executive with experience in tourism marketing. In particular, experience in Asian and other international markets.|
|Corporate Sustainability and Environmental Responsibility Experience||Senior executive responsible for health and safety in a large manufacturing or industrial company.
Large corporation involvement in environment, sustainability, community and communications.
Public issues management.
Our Board believes that its composition should reflect the rich diversity of the communities we serve. The Board identifies diversity as an essential element in attracting qualified directors and maintaining a high-functioning Board. Under the Policy, our Board aspires to achieve a target of having at least half our Board members being made up of individuals from the four designated groups identified in our governing legislation: women, visible minorities, persons with disabilities and aboriginal persons. We welcome other aspects of diversity such as ethnicity, age, nationality, sexual orientation and geographic location. The average age of our current directors is 60. The chart below reports the current makeup of the Board with regard to the four groups.
|Persons with Disabilities||0||0|
The Board Diversity Policy also charges the Board with monitoring management’s implementation of its workforce diversity policy. Information on employment equity in the workforce and in management can be found in the Respect and Equality section.