Governance


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 October 7, 2019)

Michael F. Casey, Board Chair

Larry M. Benke

David C. Blom

Donald G. Cormack

Wendelin A. Fraser

Andrea Goertz

Matthew R. Heffernan

J. Richard Hotchkiss

Heather E. Kennedy

Kenneth M. King

Grant B. MacEachern

James M. Midwinter

Andrea J. Robertson

Laura M. Safran

Phil J. Scheibel

Murray Sigler

 

Corporate Officers

Bob Sartor; President and Chief Executive Officer

Chris Miles; 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, People & Engagement

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

 

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 Governance and Accountability

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

Board of Directors (as of October 7, 2019)

Michael F. Casey, Board Chair

Larry M. Benke

David C. Blom

Donald G. Cormack

Wendelin A. Fraser

Andrea Goertz

Matthew R. Heffernan

J. Richard Hotchkiss

Heather E. Kennedy

Kenneth M. King

Grant B. MacEachern

James M. Midwinter

Andrea J. Robertson

Laura M. Safran

Phil J. Scheibel

Murray Sigler

 

Corporate Officers

Bob Sartor; President and Chief Executive Officer

Chris Miles; 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, People & Engagement

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

 

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 Don Cormack 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.