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.
The Authority has a number of systems in place to identify, manage and mitigate various risks, including:
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.
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:
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.
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.
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:
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:
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.