Corporate Governance

Corporate Structure, Mandate & Strategic Directions

The Calgary Airport Authority is a not-for-profit, non-share capital corporation, incorporated under the Province of Alberta's Regional Airports Authorities Act. Since 1992, it has been responsible for the operation, management and development of Calgary International Airport, and subsequently Springbank Airport, under long-term lease from the Government of Canada.

Its legislated mandate under the Regional Airports Authorities Act is:

  • To manage and operate the airports for which we are responsible in a safe, secure and efficient manner
  • To advance economic and community development by means that include promoting and encouraging improved airline and transportation service and an expanded aviation industry

For the general benefit of the public in our region.

Our Vision

Our vision is to be The Aviation Hub of Choice—connecting people and prosperity.
We are an aviation hub; our business is airports. In an increasingly competitive landscape, we know people have a choice and we want people to choose YYC—a hub of economic activity, a trusted neighbor, a gateway to possibilities, a place where people, purpose and commerce connect.  

Grow the Hub

This over-arching strategy will drive our planning, investment and management decisions. We will deliver on our strategy by focusing onfour key strategic objectives:

  • Investing in our People
  • Commercial Growth and Development
  • Capacity, Connectivity and Passenger Experience
  • Safe, Secure and Efficient Operations

For further information on the purpose or mandate of The Calgary Airport Authority, please contact us at (403) 735-1200 or calgaryairport@yyc.com

Read The Calgary Airport Authority 2013 Strategic Plan 

The following information is intended to provide an understanding of The Authority's public and stakeholder accountability and corporate governance practices.

The Board of Directors and Board Committees continually evaluate and improve the corporate governance policies and procedures of the Authority.

Accountability and Governance Practices

Accountability

The corporate governance processes of the Authority are structured to promote the purposes and business of the Authority as set forth in the Regional Airports Authorities Act (Alberta).

Pursuant to the Authority’s Articles of Incorporation, the following four bodies appoint Directors to the Board:

  • The Long Range Planning Committee of the Calgary Chamber of Commerce, which has nine members appointed to the Board
  • The Corporation of The City of Calgary, which has three members appointed to the Board
  • The Government of Canada, which has two members appointed to the Board
  • Rocky View County, which has one member appointed to the Board

The following Board member changes occurred in 2013:

  • Ken M. King – appointed April 2013
  • Kevin E. Benson – term ended December 2013

The Authority’s Board of Directors has committees tasked with general oversight in specific areas. The committees and their respective chairs as of December 31, 2013, were:

  • Audit and Finance - Donald R. Ingram
  • Governance and Compensation - B.A.R. (Quincy) Smith
  • Infrastructure Development - Mel F. Belich
  • Nominating - P. Kim Sturgess
  • Operations and Business Development - Darshan S. Kailly

Current Board Members

Meet our Board members and Officers of The Calgary Airport Authority (PDF)

Public and Stakeholder Accountability

The Authority strives to achieve an optimal level of public and stakeholder accountability. 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;
  • Individual 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, including the rationale for the changes;
  • A community noise consultative committee;
  • An accessibility advisory council;
  • Meetings with airport operators and tenants; and
  • Meetings with civic officials and community organizations.
Code of Business Conduct and Conflict of Interest Policy

The Authority Board of Directors has adopted a Code of Business Conduct and Conflict of Interest Policy. All Directors sign an attestation on an annual basis indicating knowledge of and compliance with this Policy.

Public Tendering

The Authority, in accordance with its Canada Lease, is required to report on all goods, services and construction contracts in excess of $100,000 that were entered into during the year and that were not awarded on the basis of a public competitive tendering process. In 2013, the following contracts met this criteria:

Contract Description Contractor Contract Value Reason for not awarding on a public tendering process

Passenger Boarding Ramps

Keith Consolidated Industries Inc.

$180,528

Products not supplied by any other Canadian supplier.

Airport Trail/Barlow Trail Intersection Upgrades - Existing Traffic Signal

The City of Calgary

$214,000

Proprietary Service Provider

Phase 1 of Gas Main Relocation for IFP

ATCO Gas

$160,000

Proprietary Service Provider

Corporate Governance Practices

The Board of Directors of the Authority has implemented 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 and effective 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, for its stewardship, for compliance with applicable laws and for promoting ethical conduct, integrity and transparency. The Directors have experience, business knowledge and sound judgment relevant to the Authority’s activities; understand fiduciary responsibilities; have
advocacy and consensus-building skills and abilities that complement other Board members; and are willing to devote sufficient time to the work of the Board and its Committees.

The following information relates to the current corporate governance practices of the Authority:

1. The Board has adopted a strategic-planning process that includes long-term facility development and financial plans. Critical elements of these plans are reviewed by the Board on an annual basis in conjunction with the establishment of annual goals and budgets.

2. The Board is composed exclusively of unrelated, non-management Directors. Each Director must sign the Authority’s Code of Business Conduct and Conflict of Interest Policy on an annual basis and follow the procedures prescribed therein with respect to disclosure of any potential conflict of interest. When a potential conflict of interest arises, the Director does not participate in any Board activities related to such potential conflict.

3. The Board has five committees and each committee has Board-approved terms of reference, an annual due diligence work plan and a chair who reports directly 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 Board also employs a full-time executive assistant.

4. 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;
  • Risk transfer through contract; 
  • Environmental protection, including air and water quality, solid waste and hazardous materials management, natural resources and endangered species;
  • Incident reporting, including response and remedial procedures;
  • Comprehensive Safety Management System policies, processes and procedures; and
    Comprehensive insurance, audit and compliance programs.

5. The Board appoints the President and CEO. Succession planning, including the appointment, training and evaluation of senior management, is regularly monitored by the Governance and Compensation Committee.

6. The Authority has a communications policy and program, which includes communication processes associated with the general public, industry stakeholders, Appointers and employees.

7. 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.

8. Board appointments are made by four Appointers in accordance with the Regional Airports Authorities Act (Alberta). The Authority’s Nominating Committee is responsible for providing a list of qualified nominees to the Board for submission to the Long Range Planning Committee of the Calgary Chamber of Commerce for its decision and appointment. It is also the practice of the Nominating Committee to provide suggestions regarding qualified candidates to the other three Appointers.

9. The Board has a self-evaluation process in place to review the performance of the Board and Board committees.  The Authority’s Governance and Compensation Committee reviews the remuneration of Directors periodically, taking into account time commitments, the scope of the responsibilities and Directors’ fees at comparable airports and/or other relevant businesses.

10. Each new Director receives a comprehensive orientation, which includes a meeting with corporate counsel, facility tours and information regarding Board and corporate operations. Each Director is provided with a Directors’ Handbook containing relevant reference material and receives ongoing education on relevant topics.

11. A Role Statement has been developed for the Board of Directors, and position descriptions have been developed for the Board Chair and the 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.

12. 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:

  • Continuing assessment of the Authority’s compensation policies and related practices; and
  • Providing oversight and guidance with respect to the Authority’s public and governmental affairs programs.

13. All members of the Authority's Audit and Finance Committee are independent Directors. The majority of the committee members, as well as the committee chair, are required to be financially literate. The committee’s responsibilities include:

  • Oversight of corporate-level financial risks and issues that affect the overall financial stewardship of the Authority;
  • Review of financial management policies and issues, including annual budgets; banking arrangements; accounting systems and procedures; internal financial controls, including fraud-risk programs; fees to airport users; significant changes to relevant legislation and accounting standards; insurance policies; statutory remittances; pension plan policies and performance; quarterly financial status reports; oversight of litigation claims and information technology and systems;
  • Monitoring of the external and internal audit programs and preparation of the annual financial statements; and
  • Recommending the annual appointment of the external auditor.

14.  Board committees have the authority to retain advisors and consultants as they deem necessary to discharge their responsibilities.

Board and Committee Meetings

For the period of January 1 to December 31, 2013, committee and board meeting attendance by Board Members averaged 83 per cent.

For more information about The Calgary Airport Authority, its governance model, accountability principles and other corporate information, email calgaryairport@yyc.com.

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