Governance

The composition of the Calgary Airport Authority Board is diverse, with appointments coming from the business community and government stakeholders.

• The Long Range Planning Committee of the Calgary Chamber of Commerce appoints 10 members to the Board
• The Corporation of The City of Calgary appoints three members to the Board
• The Government of Canada appoints two members to the Board
• Rocky View County appoints one member to the Board

Directors serve for up to two terms. The Board Chair is elected from the Board for a term of two years.

Governance Framework

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 Calgary Airport Authority Board:

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 six 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/Board Secretary.
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 & Chief Executive Officer (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 and stakeholder relations program which includes communication processes associated with the general public, industry stakeholders, all levels of government, appointing organizations and Authority 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. The Nominating Committee follows a rigorous process to determine the required skill sets to fill Board openings as they occur, including consideration of the Authority's mandate that the Board contain specific skill sets. 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:
    • 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 corporate level financial risks and issues;
    • 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.

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