Board Committees

2020 - 2021

Board of Directors

Norm Ayoub, Chair
Maria Barrados, Vice-Chair
Earl Campbell, Director
Ken Chan, Director
Marilyn Conway Jones, Director
Andy Cragg, Director
Bianca Garofalo, Director
Marianne Johnson, Director
Richard Neville, Director


Governance Committee


Norm Ayoub, Chair
Maria Barrados (AB Rep), Vice-Chair
Earl Campbell, Director
Andy Cragg, Director
Richard Neville, Director

Finance & Audit Committee

Richard Neville, Chair
Ken Chan, Vice-Chair
Marilyn Conway-Jones, Director
Bianca Garofalo, Director
Marianne Johnson, Director







Nominating Committee 

Bianca Garofalo, Chair
Norm Ayoub, Director
Maria Barrados, Director
Andy Cragg, Director

Marianne Johnson, Director

Board of Directors - Authority and Mandate

As per the Credit Unions and Caisses Populaires Act of Ontario, section 104(1), the Board of Directors supervises the management of the business and affairs of Alterna Savings including all outsourcing agreements. It is ultimately responsible for the stewardship of the organization.  In undertaking its responsibilities, the Board, its Committees and any individual Director shall not directly manage or be involved in the day-to-day activities of Alterna Savings. At a minimum, the Board of Directors’ role is to:

Members

1.  Act on behalf of and in the best interests of the members;
2.  Ensure efficient and regular communication with members;

President & CEO and Senior Management

3.  Select and designate an individual with appropriate ability, integrity and experience to fill the President & CEO position;
4.  Define the duties and responsibilities of the President & Chief Executive Officer ("President & CEO");
5.  On an annual basis, set the objectives for the President and CEO and evaluate the performance of the President & CEO against these objectives;
6.  Delegate appropriate authorities to the President and CEO;
7.  Appoint the Alterna Savings signing Officers;
8.  Review proposed senior management appointments;
9.  Require that the President & CEO and his direct reports be qualified, competent, act with integrity and be compensated in a manner that is consistent with appropriate prudential incentives;
10. Undertake succession planning for the position of President & CEO and other executive management positions;

Control Environment

11. Review and approve policies as per established schedule;
12. Ensure, through periodic independent audits or inspections, the adherence to these policies;
13. Receive and review reports regarding compliance with legislation and with approved policies at regular intervals;
14. Review organizational structure and procedural controls, and satisfy themselves that these controls are operating effectively;
15. Ensure that controls and procedures are in place to safeguard members’ assets and preserve members’ equity;
16. Ensure compliance with risk-related regulatory requirements;

Strategy and Direction

17. Establish the vision, mission and core values;
18. Establish, review and approve the Alterna Savings Strategic Plan;
19. Review and approve the annual performance targets as stated in the Alterna Savings' Annual Operating Plan;
20. Monitor performance against business objectives, strategies and plans;
21. Monitor the business objectives of Alterna Savings, evaluate and approve its business strategies and its business plans for significant operations;

By-law

22. Ensure that any enactment, amendment, restatement or repeal of any By-laws is presented for approval to the members at the Annual Meeting;

Board and Committees

23. Elect from among their members the Chair, the Vice Chair and the Chairs of the standing Committees of the Board;
24. Ensure that committees, including their mandate, are established by a formal resolution of the board, that board members’ skills or interests correspond to the committee mandate, and that board members are regularly informed of each committee's activities, findings, conclusions and recommendations;
25. Ensure the committees and the Board annually assess their performance against their mandate;
26. Foster an ongoing development and education program for all Directors;
27. Demonstrate leadership, honesty and integrity through exemplary conduct in accordance with the Alterna Savings Code of Conduct for Directors;
28. Ensure an effective strategy for board succession planning and recruitment of high quality directors who represent the diversity of credit union members;
29. Model and promote credit union and socially responsible values in Board discussions and actions;

Financial Statements

30. Approve the audited consolidated financial statements of Alterna Savings;
31. Receive the audited financial statements of all subsidiaries;

Shares and Dividends

32. Approve the purchase, redemption or issuance of any shares in the capital of Alterna Savings;
33. Declare dividends as appropriate and require their payment;

Community 34. Foster linkages with the credit union sector and the broader co-operative movement;
35. Foster linkages with local community organizations on issues of common concern;
Other

36. Approve loans and other transactions involving directors, officers and restricted parties;
37. Approve commercial and syndicated loans as applicable;
38. Authorize the purchase, sale, lease, exchange or other disposition of material assets.

Board Member - Authority and Mandate

A Board Member’s primary responsibility is to provide leadership and governance, to accept the ultimate legal responsibility and to represent Alterna Savings to all stakeholders.  These responsibilities include, but are not limited, to:

  1. Attend and participate in Board and Committee meetings and functions;
  2. Keep informed about Alterna Savings’ mission, services, policies and programs;
  3. Review the agenda and supporting materials prior to Board and Committee meetings;
  4. Serve on at least one Committee and offer to take on special assignments;
  5. Keep up-to-date on developments in the financial services industry;
  6. Participate in ongoing Board and Director development programs as appropriate;
  7. Respect conflict of interest and code of conduct policies. More specifically disclose to the Board when there may be a conflict between the Board member’s personal interest and the interest of the credit union and being absent from the vote on material contracts in which the Board member has a personal interest;
  8. Act honestly, in good faith, and in the best interests of Alterna Savings and its members;
  9. Exercise care, diligence and the skill that a reasonably prudent person would exercise in comparable circumstances;
  10. Hold in strict confidence all transactions by members and organization, except where permitted by law;
  11. Assist the Board in carrying out its duties and responsibilities;
  12. Keep informed of legal duties and obligations. 
  13. Be adequately informed in order to vote knowledgeably with a view to promoting the best interests of the organization; and
  14. Promote and abide by all decisions of the Board of Directors.