Governance


Board Governance and Accountability

The Board of Directors of the Authority is committed to maintaining the highest standards of corporate governance, and regularly reviews and updates its corporate governance systems in light of changing practices, expectations and legal requirements, so that the Authority achieves the purposes in the Regional Airports Authorities Act (Alberta). 

Responsible for fostering the long-term success of the Authority, the Board undertakes a number of governance activities to ensure compliance with applicable laws and for promoting ethical conduct, integrity and transparency.

The Board has adopted an annual strategic planning process that considers 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.

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. Directors regularly meet in-camera at both Committee and Board meetings. 

The Board is composed exclusively of independent directors who are expected to carry out their duties honestly and with integrity.

Each Director annually signs the Authority's Code of Business Conduct and Conflict of Interest Policy and follows the procedures with respect to disclosure of any potential conflict of interest. All applicable rules concerning Code of Business Conduct and Conflict of Interest, can be found here.

Corporate Governance Practices and Risk Management

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 matters
  • 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
  • Robust Safety Management System policies, processes and procedures
  • Comprehensive insurance, audit and compliance programs
  • A communications and stakeholder relations program
  • A comprehensive management information and reporting system in place, which includes regular reporting to the Board on key financial and operational results
  • An Authorities Framework Document, approved by the Board, which defines management authorities

Enterprise Risk Management

The Board and Management of the Authority are committed to a disciplined approach to risk management. In 2018, the Authority undertook a comprehensive project to assess enterprise risk management capacity and processes. An updated approach to enterprise risk management will be implemented in 2019 to identify strategic risks to the Authority, (including mitigation) and will be embedded in planning, budgeting and project management processes.

Board Composition and Appointers

The composition of our Board reflects the diversity of the communities we serve, through their experience, skills and gender.

Board of Directors (as of December 31, 2018)

Michael F. Casey1, Board Chair

Terry L. Allen2

Larry M. Benke

David C. Blomb

Donald G. Cormack

Kristine L. Delkus3

Wendelin A. Fraser

Matthew R. Heffernan

J. Richard Hotchkiss

Heather E. Kennedy

Kenneth M. King

Grant B. Maceachern4

James M. Midwinter

Andrea J. Robertson

Laura M. Safran

Murray Sigler5

Corporate Officers

Bob Sartor; President and Chief Executive Officer

Michael Hayward; Vice President, Marketing and Guest Experience

Bernie R. Humphries*; Vice President, Operations

Mike P. Maxwell; Vice President, Infrastructure and Chief Information Officer

Robert J. Palmer; Vice President, Finance and Chief Financial Officer

Cynthia M. Tremblay; Vice President, Human Resources

Notes: 

1. Term ended August 2018; reappointed August 2018

2. Term ended December 2018; reappointed December 2018

3. Term ended February 2018; reappointed February 2018

4. Term ended October 2018; reappointed October 2018

5. Term ended August 2018; reappointed August 2018

* Chris Miles was appointed Vice President, Operations as of January 4, 2019 due to the retirement of Bernie R. Humphries

Appointers

The appointment of our directors by these business, community, and government stakeholders contribute to the Authority's success while advancing community development and the region's economic outcomes. 

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. 

The Directors are appointed by four organizations:

  • Long-range Planning Committee of the Calgary Chamber of Commerce (10)
  • City of Calgary (three)
  • Federal Government (two)
  • Rocky View County (one)

Composition of Management

The Board appoints the President and Chief Executive Officer (CEO) and sets of reviews his or her 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 of the Board.

The Board appoints the Corporate Officers.

Board Skills and Experience Matrix

The Board strives to ensure 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 Appointers in making their appointments. 

Our Board consists of significant leaders in finance, business, and aviation from both local and global for-profit and non-profit businesses. 

Each new Director receives a comprehensive orientation, which includes a meeting with the President and CEO, corporate counsel, as well as facility tours and information regarding Board and corporate operations, and ongoing education on relevant topics.

 

Standing Committees of the Board

The Board meets as often as it is required to carry out its responsibilities in addition to maintaining six standing committees, which are ultimately accountable to the Board.

Each of the six 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 committees and their respective chairs as of December 31, 2018 were:

 Committee Chair Purpose
 Audit and Finance Committee Terry Allen 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, insurance policies, pension plan policies and performance, 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
Governance and Compensation Committee Grant MacEachern Responsible for the monitoring of corporate governance issues and ensuring the most current applicable governance standards are recommended for Board approval, including the continuing assessment of 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
Nominating Committee Richard Hotchkiss Reviews and maintains the Board Skills and 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 makes recommendations in respect of appointments by other appointing bodies
Business Development Committee Matthew Heffernan 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
Operations, Safety, Health and Environment Committee Murray Sigler Provides oversight to the Board in respect of the safe, secure and efficient operations of the Authority, including monitoring the safety and compliance program, health and safety requirements, environment and sustainability initiatives and compliance and security compliance and programs and periodic updates to the Authority's Master Plan for YYC Calgary International Airport or Springbank Airport. 
Infrastructure & Technology Committee1  Heather Kennedy Responsible for reviewing the infrastructure and technology programs and issues, including cyber security review and governance, information technology and telecommunications plans, including digital strategies, and infrastructure investment plans, activities and audits, including major transportation and construction projects.

 

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, Appointers 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 Appointers, 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 Airport Improvement Fee (AIF)
  • A community consultative committee
  • A noise management program
  • An accessibility advisory council
  • Meetings with airport operators and tenants
  • 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. In 2018, no contracts met this criteria.