Board Governance and Accountability
The Board of Directors of the Authority have a corporate governance framework that aligns with best practices for effective corporate governance. The framework provides a structure of authority and accountability to enable the Board and Management to make timely decisions, with the aim of fulfilling the stated purposes of the Authority, as set forth under the Regional Airports Authorities Act (Alberta). The Board is responsible for fostering the long-term success of the Authority, including compliance with applicable laws and for promoting ethical conduct, integrity and transparency. All members of the Board are independent Directors. The Directors exercise sound judgement relevant to the Authority’s activities, understand their fiduciary responsibilities, have advocacy and consensus-building skills and are willing to devote sufficient time to the work of the Board and its committees. Directors regularly meet in camera at both Committee and Board meetings. The Board also oversees management, who are responsible for the day-to-day conduct of the business, with the fundamental objective of ensuring that the Airport Authority meets its obligations and operates in a safe, secure and efficient manner.
Each new Director receives a comprehensive orientation, which includes a meeting with corporate counsel, facility tours, information regarding Board and corporate operations, and ongoing education on relevant topics.
Corporate Governance Practices
1. The Authority has a number of systems in place to identify, manage and mitigate various risks, including:
- An organizational structure with dedicated safety, security, and emergency planning and response personnel;
- Corporate policies and plans covering key governance, strategic, operational and financial issues;
- Environmental protection, including air and water quality, solid waste and hazardous materials management, natural resources and endangered species;
o Incident reporting, including response and remedial procedures;
o Comprehensive Safety Management System policies, processes and procedures; and
o Comprehensive insurance, audit and compliance programs.
2. The Board appoints the President and Chief Executive Officer (CEO) and sets and reviews the annual goals for the CEO. Succession planning, including the appointment, training and evaluation of senior management, is regularly monitored by the Governance and Compensation Committee.
3. The Authority has a communications and stakeholder relations program, which includes communication processes associated with the general public, industry stakeholders, all levels of government, appointing organizations and Authority employees.
4. The Authority has a comprehensive management information and reporting system in place, which includes regular reporting to the Board on key financial and operational results.
5. A Role Statement has been developed for the Board of Directors, and position descriptions have been developed for the Board Chair and the President and CEO. An Authorities Framework Document, approved by the Board, defines management authorities. The Authority’s corporate objectives are approved by the Board, and the CEO is assessed by the Board against these objectives on an annual basis.
Long-term Strategic Objectives
The Board has adopted a strategic planning process that includes the long-term enhancements of the terminal and the overall airport experience, ensuring that people development, innovation and strategic partnerships are the core values of the airport’s success. Critical elements of these plans are reviewed by the Board on an annual basis in conjunction with the establishment of annual goals and budgets.
Ethics and Code of Business Conduct for Directors
The Board is composed exclusively of unrelated, non-management Directors who are expected to carry out their duties honestly and with integrity. In their roles, they are expected to demonstrate the highest ethical standards and to be accountable for their decisions. Each Director also signs the Authority’s Code of Business Conduct and Conflict of Interest Policy on an annual basis and follows the procedures with respect to disclosure of any potential conflict of interest. The Board provides the nominating entities with an annual conflict of interest disclosure listing. When a potential conflict of interest arises, the Director does not participate in any Board activities related to such potential conflict. All applicable rules concerning Code of Business Conduct and Conflict of Interest can be found here.
Board of Directors (As of December 31, 2017)
Michael F. Casey, Board Chair
Terry L. Allen
Larry M. Benke
David C. Blom
Donald G. Cormack
Kristine L. Delkus
Wendelin A. Fraser
Matthew R. Heffernan
Richard J. Hotchkiss
Heather E. Kennedy
Ken M. King
Grant B. MacEachern
James M. Midwinter
Andrea J. Robertson
Laura M. Safran
Corporate Officers (As of December 31, 2017)
Bob Sartor President & Chief Executive Officer
Michael Hayward Vice President, Marketing & Guest Experience
Bernie R. Humphries Vice President, Operations
Mike P. Maxwell Vice President & Chief Information Officer
Marco A. Mejia Vice President, Planning & Engineering
Robert J. Palmer Vice President, Finance & Chief Financial Officer
Cynthia M. Tremblay Vice President, Human Resources
Corporate Service Providers
The Toronto-Dominion Bank Corporate Bank
Alberta Capital Finance Authority Corporate Financing
Carscallen LLP Corporate Legal
Walsh LLP Corporate Legal
PricewaterhouseCoopers LLP Corporate Auditor
Willis Towers Watson Corporate Pension Actuary
Pursuant to the Articles of Incorporation, The Calgary Airport Authority (the Authority) is governed by a Board that embodies a full spectrum of skills, attributes and experience. The Directors are appointed by four organizations: the Long-Range Planning Committee of the Calgary Chamber of Commerce (10), the City of Calgary (3), the Federal Government (2) and Rocky View County (1). These diverse business, community, and government stakeholders ensure the Authority’s success while advancing community development and the region’s economic outcomes.
Board Skills and Experience Matrix
With overall responsibility for the stewardship of the Authority, which includes governance and strategic direction, our Board consists of significant leaders in finance, business, and aviation from both local and global for-profit and non-profit businesses.
The Board strives to ensure that it collectively has the skills and experience needed to maintain the health of the organization and to guide its long-term success. Our Board Skills and Experience Matrix allows us to identify the needs for both mandated and strategic skills, and to assist our Appointing Entities in making their appointments.
The Board of Directors are expected to have cross-functional skills appropriate to the governance of the Airport Authority and, as a whole, we seek a diverse Board reflective of the communities where we operate and serve.
Our Board believes that its composition reflects the diversity of the communities we serve, in addition to the experience identified in the Skills and Experience Matrix.
Our Directors are appointed to a four-year term and are eligible for re-appointment for one additional term for a maximum of eight years.
Board Changes in 2017
The following Board member changes occurred in 2017:
- Mel F. Belich, term ended August 2017
- Michael F. Casey, Board Chair appointed August 2017
- Donald R. Ingram, term ended August 2017
- Andrea Robertson, appointed August 2017
Committees of the Board
The Board meets as often as is required to carry out its responsibilities in addition to maintaining five standing committees, which are ultimately accountable to the Board. The committees and their respective chairs as of December 31, 2017 were:
Each of the five committees has a Board-approved terms of reference, an annual due diligence work plan and a chair who reports back to the Board on the committee’s activities. The Board’s Chair and Governance and Compensation Committee ensure the Board’s independence is respected and preserved.
The purpose of each committee is as follows:
Audit and Finance Committee
Chair: Terry Allen
All members of the Authority’s Audit and Finance Committee are independent Directors. The Authority’s Audit and Finance Committee is responsible for reviewing financial management policies and issues, including: annual budgets, banking arrangements, accounting systems and procedures, internal financial controls, fraud-risk programs (including the Whistleblower Program), airport fees, changes to legislation and accounting standards, insurance policies, statutory remittances, pension plan policies and performance, quarterly financial status reports, oversight of litigation claims, and corporate-level financial risks and issues. The committee’s other responsibilities include: monitoring the external audit program, preparation of the annual financial statements, and recommending the annual appointment of the external auditor.
Business Development Committee
Chair: Grant MacEachern
The Business Development Committee assists the Board in providing oversight in the review of corporate plans and strategies with respect to legislation regarding major commercial plans and activities including land development, air service development, retail, and other business development opportunities. In addition, the committee reviews and makes recommendations for prospective revenue contracts that require Board of Directors’ approval.
Governance and Compensation Committee
Chair: Richard Hotchkiss
The Authority’s Governance and Compensation Committee is responsible for the monitoring of corporate governance issues and ensuring the most current applicable governance standards are recommended for Board approval. The committee’s other responsibilities include: the continuing assessment of the Authority’s compensation policies and related practices, providing oversight and guidance with respect to the Authority’s communication and public relations programs, government affairs programs, and succession planning; including the appointment, training and evaluation of senior management. This committee also reviews the remuneration of Directors periodically, taking into account time commitments, the scope of responsibilities and Directors’ fees at comparable airports and/or other relevant businesses (See Note insert in the Annual Report Financials for Directors’ remuneration).
Chair: Matthew Heffernan
The purpose of the Nominating Committee is to review and maintain the Board Skills & Experience Matrix, which outlines the required skills and experience for Authority Board Director appointees. The Committee also establishes, pursuant to the Articles of Incorporation, a list of qualified nominees for submission to the Long Range Planning Committee of the Calgary Chamber of Commerce for their decision and appointment and to make recommendations in respect of appointments by other appointing bodies.
Operations, Safety, Health and Environment Committee
Chair: Murray Sigler
The Operations, Safety, Health and Environment (OSHE) Committee assists the Board in providing oversight in corporate plans and strategies relating to major occupational health and safety plans, activities and audits, major environmental plans, information and technology plans, major infrastructure investment plans, offsite construction or transportation plans, and periodic updates to the Authority’s Master Plans for YYC Calgary International Airport and Springbank Airport.
Board & Committee Attendance 2017
The Board has a self-evaluation process in place to review the performance of the Board and Board committees. The Board Chair and individual Directors’ self-evaluation runs on a two-year cycle, rotating between a larger in-depth and a smaller concentrated survey each year. Board committees have the ability to retain advisors and consultants as they deem necessary to carry out their responsibilities.
For the period of January 1 to December 31, 2017, committee and board meeting attendance by Board members averaged 96 per cent. See the chart in the 2017 Annual Report here that reflects this attendance.
Public and Stakeholder Accountability
The Authority strives to achieve an optimal level of public and stakeholder accountability through a communications and stakeholder relations program, which includes processes associated with communicating to the general public, industry stakeholders, governments, appointing organizations, and Authority employees. The processes involved in achieving this level of accountability include:
- A public Annual General Meeting;
- A published Annual Report, including audited financial statements;
- An independent review of management operations and financial performance every five years, including a published report;
- Annual meetings with all Appointer organizations which are attended by the Board of Directors, senior management and external auditors;
- Compliance with the Canada Lease;
- Regulatory compliance;
- Meetings with key stakeholders;
- Public notice of fee changes;
- A community consultative committee;
- An accessibility advisory council;
- Meetings with airport operators and tenants; and
- Meetings with civic officials and community organizations.
The Authority reports on contracts in excess of $130,000 that were not awarded on the basis of a competitive bid process. View the contracts that met this criteria in the 2017 Annual Report here.