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 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. 

Corporate Governance Practices and Enterprise 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 issues
  • Environmental protection, including air and water quality, solid waste and hazardous materials management, natural resources, endangered species and a comprehensive noise management program
  • 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, which includes regular reporting to the Board on key financial and operational results
  • A Delegation of Authority Policy and an Authorities Framework Matrix which defines management authorities
     

Enterprise Risk Management

The Board and Management of the Authority are committed to a disciplined approach to enterprise risk management. The Authority regularly assesses enterprise risk management capacity and processes, which includes reference to risk appetite and tolerance statements, an enterprise risk matrix and identification of its principal risk profile.

Board Composition and Appointers

The composition of our Board reflects the diversity of the communities we serve, through the experience, skills and gender of our Directors. Our Board consists of significant leaders in finance, business, commerce, law, government, engineering, air transportation and aviation from both local and global for-profit and non-profit businesses and have the business acumen and experience to provide governance over the affairs of the Authority.

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)

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 of Directors (as of Dec. 31, 2019)

Michael F. Casey, Q.C. Board Chair
David C. Blom, CA, TEP
Randolph Charron1
Donald G. Cormack, CPA, ICD.D
Wendelin A. Fraser 
Andrea Goertz2
Matthew R. Heffernan3
J. Richard Hotchkiss
Heather E. Kennedy3, P.Eng, F.C.A.E.
Kenneth M. King
Grant B. MacEachern
James M. Midwinter3
Lisa Oldridge4, CFA, ICD.D
Andrea J. Robertson
Phillip Scheibel2
Murray Sigler

The Authority mourns the passing of Kenneth M. King on March 12, 2020. Mr. King was a city builder, leader and important member of the Authority’s Board since 2013. Our deepest condolences to Mr. King’s family and friends.

1.    Appointed Oct. 22, 2019
2.    Appointed May 13, 2019
3.    Term ended Aug. 2019; re-appointed Aug. 2019
4.    Appointed Oct. 28, 2019

Composition of Management

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 of the Board. The Board appoints the Corporate Officers.

Corporate Officers

Bob Sartor
President & Chief Executive Officer

Carmelle Hunka
General Counsel, Vice President, Risk & Compliance & Corporate Secretary

Mike Maxwell
Vice President, Infrastructure & Chief Information Officer

Chris Miles
Vice President, Operations

Robert J. Palmer
Vice President, Finance, Strategy & Chief Financial Officer & Chief Commercial Officer

Cynthia M. Tremblay
Vice President, People & Engagement

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 air transportation, aviation, finance, business, commerce, law, government, and engineering, from both local and global for-profit and non-profit businesses and have the business acumen and experience to provide governance over the affairs of the Authority.

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.

Committees of the Board

The Board meets as often as 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.

> Committees and their respective chairs as of Dec. 13, 2019 (PDF)

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 (adjusted periodically by Consumer Price Index (CPI) from an original threshold of $75,000) that were not awarded through a public tender process. In 2019, the following contracts met this criteria.

Awarded contracts in 2019 (PDF)