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About the Board

Version 2 Effective January 1, 2023

The Board has four committees:

The Finance and Audit Committee assists the Board with financial oversight responsibilities, including overseeing financial reporting, appropriateness of internal control systems, financing matters—including material transactions, debt issuance and structuring, and audit matters. This Committee also plays a lead role in identifying major business risks and reviewing the Enterprise Risk Management System.

The Governance Committee assists the Board in overseeing good governance practices at both the Board and organizational level. It develops a long–term plan for the composition of the Board, considering the strategic direction of the Airport Authority and the Board Diversity and Inclusion Policy.  The Committee also reviews director compensation, programs used to ensure that the Airport Authority remains in compliance with applicable environmental law and regulation, cyber security and privacy and stakeholder relations.

The Human Resources Committee assists the Board in fulfilling its oversight of human resources policies and initiatives to ensure that they are aligned with strategic plans and goals, as well as promoting a diverse, inclusive and welcoming workplace.  This includes overseeing the alignment of organizational culture with strategy, evaluating the performance of the CEO, recommending the CEO’s compensation and monitoring succession plans for the CEO and Executives.

The Development Committee assists the Board with overseeing the long term capital plan and ensuring its alignment with Strategy.  The Committee also recommends large Capital Projects for approval and ensures that adequate maintenance and asset management processes and programs, necessary to ensure safety, resilience, value preservation and risk mitigation, are in place.

In addition, the Board periodically establishes Task Forces to undertake specific assignments.

Nomination and Selection of the Board of Directors

The Vancouver Airport Authority Board of Directors may have a maximum of 15 directors.  Nine of these directors are nominated by external organizations called our Nominating Entities.   The Board may have up to five members elected by the Board from the community at large—the Chair occupies one of the at large positions.  The CEO of the Airport Authority is automatically a member of the Board by virtue of their position.  

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, and
  • Metro Vancouver – 1 director.

Each Nominating Entity has its own internal process for nominating a member to the Airport Authority Board.  All Nominating Entities have an advertising process.  The Airport Authority Chair, Governance Committee Chair and Chief Governance Officer meet with the Nominating Entity and review the director exclusions set out in our by-laws, the Directors Skills and Attributes Matrix (see below), a Position Specification document with details on current skill sets required on the Board and the Board’s Diversity and Inclusion Policy.  Depending on the Nominating Entity, we may also assist with advertising the position, provide input into developing candidate short lists or participate in candidate interviews.  The final decision on the nominee rests with the Nominating Entity and the Board of Directors elects the selected nominee at its Annual Meeting of the Members.  Prior to the Annual Meeting, nominees are required to complete a Conflict of Interest declaration to address any real or perceived conflicts of interest and evaluate the nominee’s independence. 

For at large Board positions, the Governance Committee of the Board acts as the Nominating Committee.  The Governance Committee also considers the Directors Skills and Attributes Matrix, the current skill sets required on the Board and the Board’s Diversity and Inclusion Policy.  We engage a third party search firm to assist with identifying potential candidates with the desired skill sets, while also considering diversity and lived experience.  We advertise the opening, and interested parties are invited to contact the search firm.  Working with the search firm, the Governance Committee will develop a short list and following an interview and vetting process to ensure no conflicts of interest will recommend a candidate for election by the Board.   

Except for the CEO, all directors are independent. 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 the Airport Authority.

Term Limits

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.

Engagement with Nominating Entities and Stakeholders

The Board ensures that the Airport Authority proactively engages with our Nominating Entities and other stakeholders. To foster positive outreach with the Nominating Entities, we reach out to them regarding major airport plans and events and meet with them both individually and collectively.

The Governance Committee’s mandate also includes a duty to monitor stakeholder relations. This includes relationships with Musqueam and other First Nations, our neighbouring communities and business partners. Numerous examples of community engagement can be found throughout the 2021 YVR Annual & Sustainability Report.

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