2021 Director Candidate Information Package - Coast Capital ...
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2021 Director Candidate Information Package
Contents Introduction 3 Nomination Process 3 Ideal Director Candidate Description 4 Helpful Resources 5 Regulatory Compliance Checks 6 Next Steps and Key Dates 6
Introduction Governance & Nominations Committee
The Committee’s membership is restricted to directors of
the Board who are not seeking re-election in the current
Coast Capital Savings is Canada’s largest credit union
year. The Committee serves our members by:
by membership and B.C.’s first credit union to become
• Undertaking an evaluation to determine the skills,
federally regulated. Owned by our 593,000 members,
business experience and qualifications needed on the
Coast Capital has over $24.5 billion in assets under
Board to provide an effective governing team.
administration, as of December 31, 2019. We are
• Developing a Seeking Qualified Candidates process
committed to our members’ financial well-being, and
and information for members, to identify the skills,
our purpose: Together, we help empower you to achieve
experience and qualifications that are needed for the
what’s important in your life.
Board as a whole to fulfill its responsibilities.
• Developing a detailed Ideal Director Candidate
As a cooperative credit union, we depend on a highly
Description (below), which elaborates on the key
engaged Board of Directors, with the right balance of skills
skills being sought and why they are important to
and experience, to provide strong corporate governance
Coast Capital.
and to help ensure our success.
• Requesting nominations from the membership and
seeking out potential candidates from the community
As a group, the directors must have all the required skills
at large who fulfill the needs identified.
and experience to do two things:
• Rigorously assessing all nominees.
• Effectively carry out the Board’s oversight
responsibilities on behalf of the membership. This
includes ensuring strong management is in place and
Candidate Assessment Process
having policies, systems and practices that manage Together with an independent governance consultant,
risk and protect the members’ assets. the Governance & Nominations Committee objectively
• Provide insight to management to guide and approve assesses each candidate’s application against the needs
Coast Capital’s strategic plan and process. This articulated in the Ideal Director Candidate Description.
includes understanding the business, its environment This rigorous, multi-stage process involves application
and its future opportunities and challenges. reviews, interviews, analysis of past work and board
experience, community involvement, and conducting
The following package provides detailed information on detailed reference checks.
the process, qualifications and requirements associated
with becoming a director of the Board of Coast Capital. In keeping with governance best practices, the
Governance & Nominations Committee will then identify
We ask all interested individuals to carefully review and recommend to the membership candidates whose
these materials prior to deciding whether to apply to be skills and experience best align with the Ideal Director
considered as a director candidate. Candidate Description and the overall needs of the Board.
Current independent directors whose terms are expiring
Nomination Process may be among those who put their names forward for
consideration.
The Coast Capital Board of Directors nomination and
election process is managed by the Governance & Candidates not recommended by the Governance &
Nominations Committee, established each year following Nominations Committee have the choice of withdrawing
the Annual General Meeting. or continuing to stand for election.
Candidate Eligibility
Any candidate who has fulfilled the application process
and requirements detailed below, and is in compliance
with the eligibility requirements and qualifications as set
out in the Bank Act and the Coast Capital Savings Federal
Credit Union Rules, may stand for election to the Board.
Coast Capital Savings Federal Credit Union 3 2021 Director Candidate Information PackageIdeal Director Public Policy/Government
The Governance & Nominations Committee is seeking
Candidate Description a candidate with an understanding of the federal and
provincial government public policy and decision-making
process, including government relations and regulations
Terms for three independent directors expire at the through specific government-related experience.
2021 Annual General Meeting and there is currently one
vacancy. In combination with in-depth leadership experience in
one of the above-noted areas, other skills that would be
Candidate Assessment Categories considered valuable are:
The Governance & Nominations Committee assesses all • A deep understanding of the perspectives of the
candidates against broad categories including: small- and medium-size business community (as an
• Current skills and experience needed on the Board. owner or leader of a small business or as a leader of a
• Consideration of the impact of director renewal and business that services small business); OR
continuity on the effectiveness of the Board, including • Experience in executive leadership driving a social-
its culture, knowledge and organizational memory. purpose organization with a profit discipline
• Diversity. (integrating social purpose into culture, products,
• Personal and professional attributes. services and work to deliver long-term value for
consumers and the long-term sustainability of an
The skills and experience sought for new Board candidates organization).
change annually in response to the governance and
strategic needs of Coast Capital and the expertise Diversity
currently available on the Board. We believe that diversity of thought and perspective at
the Board table enables us to best serve our members.
Skills and Experience Sought for 2021 This calls for diversity of skills/experience, gender, race,
The Governance & Nominations Committee has reviewed ethnicity, age and geography. During the 2021 election
the skills and experience of the Coast Capital independent cycle, we will continue to seek meaningful diversity that
directors and determined there is need for 2021 director enhances the effectiveness of our oversight of Coast
candidates with senior executive or board oversight Capital.
experience in the following areas:
• National Financial Services Personal Attributes
• Digital Expertise Attributes for consideration that are specific to Coast
• Public Policy/Government Capital include:
• Financially literate with the ability to read and
More details on each area follows below. understand a set of financial statements that present
a breadth and level of complexity of accounting
National Financial Services issues that are generally comparable to the breadth
The Governance & Nominations Committee is seeking a and complexity of the issues that can reasonably
candidate with financial services experience in strategy be expected to be raised in Coast Capital’s financial
and operations with a national scope. This Includes a focus statements;
on retail and small business, and a deep understanding of • Balances “For Purpose” approach with profit
credit risk management and federal banking regulatory discipline;
compliance. • Agile strategic thinker and learner, with high tolerance
for ambiguity and changing business dynamics;
Digital Expertise • Decisive amidst uncertainty, balancing risks and
The Governance & Nominations Committee is seeking possibilities; and
a candidate with understanding of digitalization, • Able to create trusting, empowering relationships with
omni-channel business models and the use of digital Board colleagues and management.
technologies to provide new revenue and create value-
producing opportunities. This experience would include In addition, alignment with Coast Capital’s defined Purpose
an understanding of how to shape the process of adding and Values is fundamental.
digital dimensions to business models and customer/
member relationships, to transform a business to become
more agile and responsive to its customer’s/members’
needs.
Coast Capital Savings Federal Credit Union 4 2021 Director Candidate Information PackageOur Purpose Helpful Resources
Our purpose acts as our compass in our day to day Coast Capital Resources
activities and sets the foundation for our culture. What’s
Our website has a wide array of information regarding
important to one person is different from another. We’re
the organization, Board of Directors and governance:
here to help our members achieve what’s important in
https://www.coastcapitalsavings.com/Governance
their lives, whatever that means to them.
As you consider this opportunity, we ask you to familiarize
“Together, we help empower you to achieve what’s
yourself with the website, including the rules, policies and
important in your life.”
expectations under which the Board operates, and other
information that will assist you in deciding whether to
apply. These include but are not limited to:
Our Values • Coast Capital Savings Federal Credit Union Rules
• Board of Directors Mandate
Our values are how we live our purpose and they shape the
• Director’s Mandate
culture and personality of Coast Capital.
• Board Committee Charters
• Director Remuneration
We’re here to improve our members’ • Corporate Social Responsibility
financial well-being. We encourage • 2019 Annual Report
action while having fun along the way. We • Public Accountability Statement
Inspire go where no one has gone before.
Regulatory Resources
Our federal regulator, the Office of the Superintendent
of Financial Institutions (“OSFI”) expects directors to
We listen and take the time to get to know provide knowledgeable and independent oversight, which
each other. We collaborate as a team, and includes financial literacy and the ability to understand
Connect we value (and celebrate!) our diversity. and interpret financial reporting.
Candidates should be familiar with:
• OSFI’s 2018 Corporate Governance Guideline
We have honest conversations, challenge • OSFI Board of Directors Assessment Criteria
the status quo and aren’t afraid to take • The Financial Consumer Agency of Canada (“FCAC”)
the right risks. • The Personal Information Protection and Electronic
Challenge
Documents Act (“PIPEDA”)
Other Governance Resources
We remove barriers and make the
We also recommend you review the following information
complex simple. We’re decisive in our
on governance practices and issues:
choices and take on challenges one step
• The Chartered Professional Accountants publishes a
Simplify at a time.
“20 Questions” series of booklets, which can be found
at the website for a small fee.
• Deloitte’s Centre for Corporate Governance publishes
a variety of Director reference materials.
We get things done. We stick to our word
• Deloitte also publishes a self-assessment of financial
and lead by example.
literacy.
Deliver
• The Institute of Corporate Directors has an extensive
website with current information for Boards and
directors.
• The Canadian Coalition of Good Governance is
a leading corporate governance organization in
Canada and has published numerous articles and
policies on best practices in corporate governance.
Its website provides various reference sources.
Coast Capital Savings Federal Credit Union 5 2021 Director Candidate Information Package• The Filene Research Institute is an American non-profit The Candidate Information Session is approximately 15
independent think-tank for the consumer finance minutes in duration. This session will provide background
industry and has many research articles available on information on Coast Capital, the financial services
its website. industry, the credit union system, and the roles and
responsibilities of directors. It will also assist in determining
Regulatory
whether the commitment and expertise required to
be a Coast Capital director aligns with your interests,
Compliance Checks
availability and experience.
Completion of the Candidate Information Session
Applicants should be aware that Coast Capital is required is mandatory unless a waiver is provided in advance
by its regulator to submit certain documents prior from the Governance & Nominations Committee. The
to a director taking office. These documents include Candidate Information Session will be available online
background checks, which include name-based criminal between October 15, 2020 and 12:00 pm (noon) PST on
checks, education verification and credit checks, and Friday, December 4, 2020.
submission of a current resume.
Register HERE to view the Candidate Information Session.
In particular, following confirmation that an applicant
wishes to stand for election, the Board Secretary will Live Q&A Session
work with candidates and a third-party agency to obtain For those who have completed the mandatory Candidate
their consent and attestation on materials which allow the Information Session, there will be an optional Live
third-party to conduct the following background checks: Q&A Session hosted virtually by the members of the
• Name-Based Criminal Record Check Governance & Nominations Committee on Monday,
• Public Safety Verification November 23, 2020 from 4pm - 5pm PST. Please note that
• Directorship Search there is no requirement to attend this Live Q&A session
• Provincial Regulatory Board Search but if you would like to participate, then completion of
• Civil Court Search the Candidate Information Session is required prior to
• Education/Credential Verification registering.
(Highest Level Completed)
• Social Media Scans To register for the Live Q&A Session, please email
the OfficeofAsstCorpSec@coastcapitalsavings.com and
In the event of an adverse finding with regard to any of include your full legal name and you will then receive an
the background checks, the Governance & Nominations invite to join the Live Q&A Session.
Committee will document its decision and inform the
candidate.
Candidate Nomination Form
Interested applicants must complete a detailed Candidate
Next Steps and Nomination Form, which requires a variety of information,
including employment history, board experience, post-
Key Dates secondary education and community involvement, as well
as a current resume and the names of three nominators
who must be at least 18 years old and members of Coast
If after reviewing this package and related materials you
Capital in good standing. Your Candidate Nomination Form
wish to be considered as a candidate, please note the
must be completed and submitted by Friday, December 4,
following next steps.
2020, 12:00 pm (noon) PST. You are solely responsible for
all documentation being completed on time.
Candidate Information Session
The Coast Capital Savings Federal Credit Union Rules Register HERE to receive access to the Candidate
require that interested candidates attend a Candidate Nomination Form.
Information Session, which we have transitioned from
an in-person event to a web based on-demand session.
Coast Capital Savings Federal Credit Union 6 2021 Director Candidate Information PackageNominators Form Any candidates not recommended by the Governance &
Each of your three nominators, as identified in your Nominations Committee have the choice of withdrawing
completed Candidate Nomination Form, will be emailed a or continuing to stand for election. The deadline for
link to complete a Nominator Form. Your nominators must candidates to confirm their intention to stand for the
complete and submit the completed Nominator Forms, by 2021 Directors Election is Thursday, January 28, 2021,
Friday, December 4, 2020, 12:00 pm (noon) (PST). You are 5:00 pm (PST).
solely responsible for all documentation being completed
on time. Publication of a Candidate’s Information
The information you provide in the Candidate Nomination
Candidate Interviews Form is the basis for what is included in the Election
The Governance & Nominations Committee will then meet materials that will be provided to all members.
to review all of the completed applications received from
qualified candidates, and will determine a short-list of The Committee retains the discretion to edit, shorten,
candidates who will be asked to attend an interview. reject or omit any information that has been submitted
that is determined by the Committee to be lacking in good
Note, under the Coast Capital Savings Federal Credit taste, defamatory, injurious to the reputation of Coast
Union Rules, the Governance & Nominations Committee Capital, or contains inaccurate information.
has the sole discretion to determine whether or not
a candidate’s experience fits within the qualification Annual General Meeting
requirements of the Coast Capital Savings Federal Credit The Annual General Meeting (“AGM”) will be held on a
Union Rules. date to be set by the Board of Directors. We anticipate this
will be in late April or the first half of May, 2021. Details
The Committee has scheduled time to conduct candidate will be posted on our website when the date and time
interviews on Tuesday, January 19, 2021. The time will be has been set. The 2021 Directors Election results will be
confirmed with the short-listed candidates following the publicly announced at the AGM. The elected individuals
close of nominations. will commence their three-year terms as directors at the
conclusion of the Annual General Meeting.
Recommendation by Governance
& Nominations Committee Further details of the election process are in the Coast
Capital Savings Federal Credit Union Rules, referenced
As noted above, the Governance & Nominations
above.
Committee will recommend those candidates who, in its
opinion, most closely match the skills and experience
If you have questions regarding this process, please
identified above in the Ideal Director Candidate
contact the Office of the Assistant Corporate Secretary:
Description. The Committee’s decision in this regard will
OfficeOfAsstCorpSec@coastcapitalsavings.com
be communicated to individuals by telephone and/or in
writing following the interview process.
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