Candidate Package 2019 Board of Directors - Connect First Credit Union
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The Board of Directors of Connect First Credit Union invite our valued members to put their names forward as candidates to run for the Board. Our member-elected Board of Directors works to ensure that we’re a forward-looking, responsible and effective credit union, driven by what matters most: our members and our communities. This guide is intended to provide you with everything you need to know about the nomination and election process for Directors and the skills and competencies we seek in candidates this year. Once you have reviewed this Guide, if you are interested in standing for election to the Connect First Board of Directors, please complete and submit the Candidate Application which can be found on the Connect First Credit Union website. About Connect First Credit Union As a credit union, we’re different than a bank - and we like it that way. At Connect First Credit Union, we spend our days helping our members achieve their financial aspirations through our trusted local brands - First Calgary Financial, Chinook Financial, Legacy Financial and Mountain View Financial- and a community-focused approach to banking that’s true to our co-operative principles. Through the years, we’ve grown to become one of Alberta’s leading financial institutions through a desire to connect the dots between members’ dreams, goals, communities and their financial wellness. We believe that banking is about more than money − it’s a cornerstone of every vibrant community and our members expect us to positively impact the financial success and viability of the place we call home. A Little More On Our Business Connect First Credit Union is the 8th largest credit union in Mission Canada and the 2nd largest in Alberta, with over $5 billion To Make Money Make a Difference: in assets under administration. We deliver a meaningful impact to our members and communities in the ways that makes sense to them. Recognized as one of Canada’s Best Managed Companies for 20 consecutive years – the only Canadian credit union to achieve this status – we proudly employ over 750 Vision Albertans and passionately serve over 128,000 members in To be Alberta’s Neighbourhood Credit Union: more than 34 communities across central and southern We’re growing, and focused on making our members’ Alberta, under four divisions: Chinook Financial, First financial dreams and goals come true. Calgary Financial, Legacy Financial and Mountain View Financial. Values Think Big: Over the past five years, we have continually and We embrace new ideas to create the greatest possible successfully expanded our provincial footprint through value for our members. amalgamations. Our unique regionally focused operating model is an industry-first in Alberta. Four divisional brands Act Local: serve as marketing and sales channels for products and We actively seek out local ways to positively impact the services, delivering a unique regional experience tailored communities we live, work and thrive in. to member needs while respecting longstanding legacies and community roots. Take Charge: We succeed when you succeed. We’re accountable, and These divisions are supported by Connect First, our broad take ownership over situations to deliver results. and experienced corporate office. With expertise ranging from Treasury and Asset/Liability Management to Risk and Make it Easy: Compliance, Accounting and Administration, Human We listen, seeking to understand and find every Resources, Marketing and Information Technology, we opportunity to make your experiences with us helpful and support our member facing employees, so they can focus easy. on what matters – serving our members and communities. Together, our divisions have passionately served members for over 80 years. Our members are owners and they have a say in how we operate, they earn dividends for common shares and investment shares, and they have access to an extensive array of financial products and services. Connect First Credit Union 2019 Board of Directors Candidate Package 2
Connect First Credit Union’s Board of Directors The Board of Directors is responsible for the governance of Connect First Credit Union, as well as establishing policy and direction in accordance with associated Bylaws and the Alberta Credit Union Act. Every Board member has a fiduciary responsibility to act honestly and in good faith in the best interests of Connect First Credit Union and to exercise the due care, diligence, and skill that a prudent person would exercise in similar circumstances. Key Accountabilities Being a Board Member Complies with duties and responsibilities as set out in the Make the commitment to strong, responsible and ethical applicable provincial and federal legislation; governance of your credit union. Adheres to all Board policies regarding conduct, conflicts The following information outlines the mandatory of interest, related party transactions, political activities, requirements for all Board members, as well as the skills, attendance etc.; experience and qualities Connect First Credit Union seeks in its Board members. This information will assist you Ensures they are well informed on relevant organizational when deciding to submit your application as a candidate. issues, comprehends materials prior to meetings, and analyzes information to vote knowledgeably and in the To qualify as a candidate for Connect First Credit Union’s best interests of the organization; Board, you must meet the requirements as set out in the Alberta Credit Union Act, our Bylaws, and Conflict of Brings own experience, wisdom, point of view, judgement Interest Policy including: and influence to bear constructively on issues and to Board decisions; • 18-years of age or older; • A member of the credit union for a minimum of Interacts with fellow Board members and management in one year as at October 31, 2019; a respectful and constructive manner while listening to • Use the credit union as your primary financial and exercising tolerance for others’ perspectives; institution; • A Canadian citizen or a person who has been Makes reasonable inquiries about the information lawfully admitted into Canada for permanent provided by management to ensure they have acquired residence; adequate information necessary for decision making; • Must be a resident of Alberta; • Able to be bonded with a fidelity bond; and Abides by and supports all decisions and positions taken by • Be a resident in the Division you are the Board in a positive manner; and, representing, if elected as a divisional director. Supports member communications process, including A person may not be a Board member if: participating in photo shoots for corporate activities, board member photos, board elections etc. • They are employed in a position, not within the Credit Union, that could be construed as a In addition to regular duties, Board members also serve on potential conflict of interest situation, as one or more of the following standing committees of the determined by the Board; Board: • They are a Board member or employee of a business selling competitive products or • Audit & Finance Committee services to the credit union; • Governance Committee • They have been in the past 3 years, in violation • Human Resources Committee of the Credit Union's policies, the Director's Code • Nominations Committee of Conduct or Bylaws, as determined by the • Risk Committee Board; From time to time, the Board may also establish ad hoc committees with specific scope and duration. Connect First Credit Union 2019 Board of Directors Candidate Package 3
• They are an Immediate Relative of a board Meeting materials are provided to Board members one member or employee as defined in Bylaw 1(m), week prior to the meeting; and Board members need to e.g., spouse, common-law partner; child, parent, devote sufficient preparation time in advance of the grandparent, brother, sister etc. of a Connect meeting to ensure productive discussions, informed First Credit Union Board member or employee; decision-making and quality Board governance. • They have been an employee of the Credit Union Planning Sessions or its legacy credit unions in the past ten (10) Annually, the Board and members of management years as of the closing date of the Call for participate in an annual planning session, typically held Nominations; outside of Calgary for two days. Advance preparation for • They are in litigation with the Credit Union; or this meeting can be significant. • They have loans in arrears with the Credit Union through its divisions First Calgary Financial, Stakeholder Engagement Chinook Financial, Legacy Financial, Mountain Directors are expected to attend the AGM and any special View Financial. member meetings that are held during the year. Ideal Representation of Our Members and Credit Union and Co-operative Events Board members have opportunities to attend a variety of Communities events hosted by the Alberta Credit Union System and We strive to have a Board that is representative of our Canadian Credit Union Association, as well as the broader members and communities. We believe diversity promotes cooperative sector. the inclusion of different perspectives and ideas, mitigates Learning against ‘group think’, and ensures our credit union has the Following election, new Board members are provided with opportunity to benefit from all available talent. Our a comprehensive orientation to the Board and credit union diversity goals seek to ensure we have relevant operations. Board members are required to complete the representation in: Credit Union Director Achievement (CUDA) program – Level A – offered through CUSOURCE Credit Union • Gender Knowledge Network, within their first year as an elected • Age Board member. • Ethnicity • Regions Connect First Credit Union has a formal Director Orientation, Education and Development Policy that Review our Board Diversity Policy supports learning and individual development plans. Time Commitment We are committed to annually assessing individual and collective effectiveness of the Board through an Annual Preparation, attendance and active participation in regular Board Assessment process. Board and Committee meetings, strategic planning sessions and other special meetings or Board development Compensation sessions is an expectation and responsibility of Board The Board Remuneration Policy outlines the compensation members. Board members receive for their services. Transparent disclosure of Board member remuneration is included in Through the Board Attendance Policy there is an the Annual Report, including specific amounts paid, and expectation that Board members will attend all Board and listed by Board member. Committee meetings in person. To ensure compliance with the Connect First Credit Union Bylaws, directors must In 2019, the Board streamlined its approach to attend a minimum of 75% of all regularly scheduled Board remuneration and has introduced a Flat Fee Annual and Committee meetings. Retainer that compensates them for all board and committee meetings, credit union system meetings, Accountability for meeting Board responsibilities is taken community events, the credit union’s annual general seriously and a record of Board member attendance is meeting, and other duties related to their roles, such as disclosed annually to members and other stakeholders at business and special meetings. our Annual General Meeting (AGM) and in our Governance Report. Board members are also compensated for travel time and mileage and are entitled to a small allowance to On average, a Board member will require between 20 – 30 supplement costs with respect to internet access. hours/month to be effective in their Board responsibilities. Board & Committee Meetings Board and Committee meetings are scheduled back to back and typically take place over two workdays during the first week of the second month after each fiscal quarter end. Directors are expected to set aside two full days to meet these obligations. Connect First Credit Union 2019 Board of Directors Candidate Package 4
Nominations & Elections Process Following the amalgamation between Connect First Credit Union and Mountain View Credit Union in August 2018, the Board of Connect First evolved to a governance model that reflects a geographically dispersed and regionally focused organization by allocating board seats across Divisional Directors and At Large directors. This governance model is intended to provide members with an opportunity to engage in the democratic process and facilitate a strong and diverse Board. In 2020, there will be six (6) positions available on the Connect First Credit Union Board, four (4) three-year term positions, one (1) two-year term position and one (1) one-year term position, distributed as per below: Division Seats on Seats Available in Term Board of Directors 2020 Election First Calgary/Legacy 5 2 3-year Chinook 2 1 3-year Mountain View 2 0 n/a At Large 3 3 3-year; 2-year; 1-year Candidates can run simultaneously for a Divisional Director and At Large seat. However, in order to be elected or appointed as a Divisional Director an eligible representative must (a) be a member of that Division through their primary banking relationship and (b) have his or her principal residence, when nominated, within that Division. Terms for those candidates successfully competing for “At Large” seats will be allocated based on number of votes. For example, those receiving the largest number of votes for an “At Large” seat will be allocated the 3-year term. The geographic area for each Division is identified on the Connect First Credit Union website and each Division’s website. Questions? Please email boardcandidates@connectfirstcu.com. Candidates are required to attend an Information Session held in Calgary at Connect First Place (200, 2850 Sunridge Blvd. NE) on Thursday, November 14th, 2019 from 5:15 p.m. – 6:30 p.m. Nominations & Endorsement Process The Nominations Committee is made up of Board Entrepreneurial Leadership members whose terms do not expire in the current Background in building and growing one or more election year. The Nominations Committee’s mandate is to successful business(es), and demonstrated experience identify qualified candidates for election, overseeing a fair with: and transparent elections process. • marketing and sales; • business growth strategies; Personal Attributes • role of technology in growing a business; Every director must adhere to the highest ethical • leading/influencing innovation; standards, display solid business judgement, have strong • resource management. interpersonal skills and demonstrate a passion for the credit union system and community involvement. Financial Literacy Experience in and an understanding of the financial Required Skills/Expertise services industry. A background in overseeing the financial operations of a complex organization, or demonstrated Annually, the Board reviews the composite skills and ability to understand and interpret financial statements, experience set represented on the Board to determine its knowledge of audit practices, accounting background, with future and ongoing needs. a professional finance or accounting designation being an There is a general expectation that all candidates will have asset. a basic understanding of board governance, the types of decisions made by Boards and their fiduciary duties. Human Resources Senior leadership experience or expertise providing Preferred Skills/Expertise professional advice with respect to human resources, including succession planning, executive compensation, For 2020, the Board is specifically looking for individuals recruitment and evaluation of senior executives, fostering who can contribute to the governance of the credit union organizational culture and employee engagement, through one or more of the following professional skills, understanding of how to leverage technology to support expertise, or background. people and culture. Connect First Credit Union 2019 Board of Directors Candidate Package 5
Technology Governance eligibility criteria set out in the Credit Union Act, Connect Knowledgeable about current and emerging technologies. First bylaws and board policies, and the skills and Background in the strategic use of technology acquired competencies published to the membership annually. through a senior leadership role. Experience in one or All eligible Board candidates are welcome to run for more of the following: election and are invited to submit a photo and candidate • leading a major technology initiative in a large statement to be featured in the election communications organization; materials, regardless of whether they are endorsed by the • building technology/enterprise platforms; Nominations Committee. • building an Information Technology business; • senior leadership of business continuity, disaster recovery, cyber security initiatives/responses. Submitting your Application • Knowledge of how to measure and monitor In 2020, members will be electing six (6) directors to the technology effectiveness and the value it delivers Board. After carefully reviewing this 2020 Board of for the business. Directors Candidate Guide, and deciding to put your Candidates will be required to submit a formal Candidate application forward for nomination as a Board Candidate, Application, attest to their eligibility and demonstrate please complete the online application at: what skills and competencies they bring to the Board. ConnectFirstCU.com/BoardElections. Candidates are also required to attend a Candidate information session to familiarize themselves more with Application Deadline Connect First Credit Union and our board, so they can November 8, 2019 at 12:00 p.m. MST make an informed choice about whether running for election is right for them. Elections Results Endorsement Director Election results will be announced at our AGM on Connect First strives to ensure that the Board as a whole Wednesday, March 11, 2020 at TELUS Spark in Calgary. possesses the skills and experience relevant to the credit union’s needs. The Board uses an endorsement process to help members visibly identify which candidates possess the published skills, qualifications and diversity the Board is looking for. The Board Endorsement Policy is published on the Connect First Credit Union website. Annually, the Nominations Committee will endorse a maximum number of candidates. This will be up to the number of vacancies on the Board plus two. For example, in 2020 the Nominations Committee could endorse up to a maximum of 8 candidates. The actual number of candidates endorsed may be less depending on the candidate’s qualifications relative to the published skill sets. From a Policy perspective, the Board believes in the value of endorsement as a governance practice which supports board effectiveness, board relevancy and board renewal. The Board further believes that governance practices such as endorsement provide members with assurance that a candidate’s values, interests, experience and qualifications are those that would enhance the Boards’ current composition. In advance of voting commencing, the Nominations Committee will connect with all eligible Board candidates, confirm that they have been placed into candidacy and advise whether they have, or have not, been endorsed. At that time, all eligible Board candidates are given the opportunity to confirm, or withdraw, their candidacy. Connect First welcomes and values applications to become a Board member from all members who meet the Connect First Credit Union 2019 Board of Directors Candidate Package 6
Important Dates Oct. 4 – Nov. 8, 2019 Call for Nominations Nominations close at Nov. 8, 2019 12:00 p.m. MST Candidate Information Session Nov. 14, 2019 5:15 p.m – 6:30 p.m. MST (2850 Sunridge Blvd NE, Calgary) Dec. 4 – 6, 2019 Candidate Interviews Jan. 21 – Mar. 2, 2020 Online Voting for Members Mar. 11, 2020 AGM, Election Results announced Mar./Apr. 2020 (TBD) New Board Member Orientation Thank you for your interest in the 2020 Director Elections! We look forward to your voting participation in this vital democratic process. Connect First Credit Union, Board of Directors Connect First Credit Union 2019 Board of Directors Candidate Package 7
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