The Police Credit Union Limited
BOARD OF DIRECTORS
APPLICATION PACKAGE
TABLE OF CONTENTS
Introduction…………………………………………………………………………………………………….3
Who Qualifies?
Director Eligibility Requirements…………………………………………………….……………….4
What You Can Expect
Participation…………………………………………………………………….……………………6
Education…………………………………………………………………………….………………..7
Fulfillment………………………………………………………………………….………………… 7
Time Allocation……………………………………………………………………………………..8
Candidates Guide - Process for Applying……………………………………………………….10
SCHEDULES
Schedule A - Application for Nomination to the Board of Directors……………..…12
Schedule B - Candidates Undertaking………………………………………….……………… …13
Schedule C - Declaration of Economic Interest by a Restricted Party of
the Police Credit Union Ltd………………….…………………………………….…..15
Schedule D - Requirements to Disclose…………………………………………………………...20
APPENDICES
Appendix A - Selection Criteria……………………………..………………………………………..21
Appendix B - Individual Director Disqualifications …….……………………………..…...23
INTRODUCTION
You have a voice, make it strong.
As a member, you have a voice and your voice is strong when you cast your vote. However, you can strengthen your voice and expand your participation in the democratic process by joining the Board of Directors and have a say in how the Police Credit Union is run.
Annually, the members who attend the Annual General Meeting elect the Board of Directors who will then be in charge of the affairs of the Credit Union during the year. Is that person you?
You have what it takes to be a Director of the Police Credit Union Ltd.
If you are a champion of the Credit Union cause, an all around community-minded individual and believe in “taking care of our own”, then you are just the kind of candidate we are looking for!
In this Guide you will find everything you need to complete the process step by step.
Please review the Eligibility Requirements and obtain all your forms from within this Directors Guide. All forms are to be submitted no later than 90 days prior to the Police Credit Union’s Annual General Meeting. The submissions must be marked Confidential and submitted to:
Chair, Board of Directors
The Police Credit Union Ltd.
222-105 Gordon Baker Road
Toronto, ON M2H 3P8
We hope that the information below will assist you in clarifying your obligations should you become an elected officer. However, if you have any questions regarding the information please contact the Police Credit Union’s Secretary to the Board at 416.224.6714 or via email at .
Thanks again for your interest and good luck!
WHO QUALIFIES?
DIRECTOR ELIGIBILITY REQUIREMENTS
A member is eligible for election to the position of Director if and only if:
1. (a) as of the last day of the Nomination Period, the member:
i) He/she has been a member of the Credit Union for at least twelve (12) consecutive months, is at least eighteen (18) years of age, and is a Canadian citizen or a person lawfully admitted to Canada for permanent residency who is ordinarily resident in Canada;
ii) All of the members of the Member Connection associated with the member have been members “in good standing” continuously for a period of time equal to the lesser of the preceding six (6) months and the period of actual membership;
iii) He/she is not disqualified from becoming or acting as a Director pursuant to the Act, including, for greater certainty and without limiting the generality of the foregoing, being disqualified because the member is an employee of the Credit Union;
iv) He/she is not a Director, officer, employee, or agent of an entity (other than any other entity for which an exception has been made by the Board from time to time) that is engaged in, or has the reasonable potential to be engaged in, business activity materially and directly competing with the then existing or proposed activities or business of the Credit Union;
v) He/she is not a spouse or same-sex partner of a person described in sub-paragraph (iv) above;
vi) If He/she is a former employee of the Credit Union, was not an employee of the Credit Union at anytime in the preceding two (2) years;
vii) He/she is not then the spouse, parent or child of an employee of the Credit Union, or of a former employee of the Credit Union if that former employee has been employed by the Credit Union in the two (2) years immediately preceding the date of the election at which she/he seeks to be a candidate for election as a Director.
viii) If he/she is an incumbent Director has not failed, without being excused by the Chair, to attend three consecutive regular meetings of the Directors within the preceding twelve (12) months; or
ix) He/she is free of any real or perceived conflict of interest that might reasonably be expected (based on a legal opinion) to prevent him/her from acting in the best interest of the Credit Union as a whole, and independently of any particular interest arising as a result of any previous, existing, or future relationship with the Credit Union, its members, customers, competitors, or suppliers;
x) If he/she is an incumbent Director, will not at the end of his/her current term as a Director, have served more than five (5) consecutive three-year terms on the Board of the Credit Union.
xi) He/she has been nominated in accordance with the terms of the Credit Union’s bylaw.
WHAT YOU CAN EXPECT
Participation, Education, Fulfillment and Time Allocation
The Police Credit Union’s elected officers are expected to actively participate in Board and Committee meetings and are encouraged to attend other Police Credit Union related organizational and community activities. The information found below identifies and briefly describes the Police Credit Union committees; some Credit Union related organizations, Director Education training and a summary of meetings and estimated commitment of time which one might expect when they become an elected officer.
PARTICIPATION
Full Board
The Board of Directors consists of seven (7) Directors, each elected by the membership for a term of three (3) years, subject to a term limit of five (5) consecutive terms in office. The Board as a whole is responsible for establishing corporate objectives, policies and performance standards, and measuring those achievements.
Committees
The Board has established a number of Committees that are assigned responsibilities to assist the Board in carrying out its mandate. Most Directors sit on one Committee and some sit on more than one.
Attendance at all Board and Committee meetings is expected to be in person.
Audit Committee
The Audit Committee provides the Board with reports on matters related to accounting and financial reporting practices, risk management, and internal and external control procedures. The Audit Committee is charged with a number of statutory responsibilities as required under the Credit Unions and Caisses Populaires Act. It also reviews and recommends the annual financial statements to the Board. It is responsible to ensure effective management of operational risk, as well as capital and liquidity management and internal control systems are at acceptable levels.
Related Organization and Community Events
The Board of Directors, from time to time, will be asked to participate in various events within the policing community. Whether it is speaking to Recruit Classes on the benefits of becoming members of the Credit Union or attending Police Retirement functions, our Board of Directors should constantly seek out new ways to strengthen relationships within the policing community.
Members of the Board will also, from time to time, arrange facilities for Credit Union meetings, such as the Annual General Meeting, planning seminars and other functions as needed.
EDUCATION - “We look for character and train for competency.” Gary Leitch, Past Chair
The financial industry is forever fluctuating and, with new legislations, regulations and policies from governing bodies, it is crucial that continuous training sessions and courses be taken throughout a Director’s term. The Police Credit Union considers training and development programs for our Directors to be important in assisting them in understanding the roles and responsibilities of being a Director of a Credit Union of our size.
The Board allocates funds annually for each Director for training and development purposes and it is incumbent on each Director to consider opportunities for development.
In 2012 the Deposit Insurance Corporation of Ontario (DICO) set out minimum expectations for individual Director Competencies which will require various programs to be completed within certain timeframes. Each Director shall perform an annual self-assessment, prepare and maintain an ongoing development plan, and undertake any required training/ development requirements in order to achieve these competencies within the timeframes established by the Credit Union. With the aid of The Directors Training and Qualifications Policy, developed by the Credit Union and the assistance of the current Directors, the candidate will receive all the support and assistance to guide them through the process.
In addition, all board members are required to complete the Credit Union Directors Achievement Program (CUDA Program) within the first term (3 years) after election. This is a certificate program which will aid Directors in better understanding their role and responsibilities. The curriculum is preset and schedules for courses are distributed by the Secretary to the Board throughout the year.
Educational sessions may occur at regularly scheduled meetings.
Personal development is a requirement for the successful candidate and attendance in courses and training sessions is expected.
FULFILLMENT - “Taking Care Of Our Own”
With everything that is expected of you as a Director, the Credit Union will equip the successful candidate(s) with the necessary tools to gain fulfillment from this role and enable you to take pride in monitoring your peers’ financial well being.
· All members of the Board of Directors are entitled to the use of one computer. The Police Credit Union will purchase a laptop or make available a laptop with programs and system requirements. (The equipment is owned by the Police Credit Union Ltd) In addition, a connection allowance based on actual cost per month is also payable for internet access.
· Directors will receive an honorarium for their participation during their term.
· Reasonable expenses incurred in relation to fulfilling a Director’s responsibilities will be reimbursed. Travel, accommodation and meal expenses may also be reimbursed while on authorized Credit Union business.
· The Credit Union will provide funding for all training courses and expenses incurred while attending said courses.
As an interested candidate, it is important to note that being on the Board of Directors is a commitment and a learning process. The Police Credit Union will assist you through the process and the current Board of Directors will share their valuable experience with you.
TIME ALLOCATION
It is expected that, in addition to the actual time spent at the Police Credit Union Board or Committee meetings, an elected official will fully review all provided materials (i.e. Board materials, Committee agendas, and supporting material) prior to attending each meeting.
Materials for all Board and Committee meetings are distributed by the Secretary to the Board in electronic format. Elected Directors are expected to be able to receive, print and communicate via electronic means. While the amount of time required for this task will vary for each individual, it us not unusual for a Director to spend approximately 1-3 hours preparing for a Board or a scheduled Committee meeting. While travel time to and from meetings will vary with each elected officer, it is another factor to be considered.
Board MeetingMonthly / Usually begins at 4:00 pm on the last Monday of every month Location: generally at Corporate Office. / Allow 3-4 hours per meeting.
Audit Committee
Bi-Monthly / Meets 6 times a year on the same day as the Board Meeting; begins at 3:00 pm.
Location: generally at Corporate Office. (min. 4 times per year)
- other meetings as required / Allow 1 hour min. per meeting
Annual General Meeting
Annually / Usually held during the last week in April in the evening.
Location : TBA / Allow 4-5 hours
Planning Conference
Annually / Planning sessions for Directors generally involve a two day conference, usually on a Friday and Saturday in mid to late September.
Location: TBA / Allow 2 days per Fall session.
Related Organizations and Community Events
(on an as required basis) / As noted in the participation section this will vary pending on the event.
Location: TBA / Police retirement function approximately 2-3 hours
Recruit class 1-2 hours
Orientation Program
(on an as required basis) / For newly elected Directors: usually held following the election and no later than two months after having been elected. Can be scheduled on different days. / Minimum 1 to 2 hours to meet with the CEO, Secretary to the Board, Controller and Chair. (As necessary per person.)
Education and Training
(on an as required basis) / Courses vary on curriculum.
Training Sessions / On average each course is 2-4 hours.
Allow 1-2 hours (or conducted as part of a meeting).
Now you are ready to proceed!
CANDIDATE’S GUIDE - PROCESS FOR APPLYING
Individuals wishing to be Candidates for the Police Credit Union’s Board of Directors must be at least 18 years of age, have been a member of the Police Credit Union Limited for a minimum of twelve (12) months and hold 20 shares of $5 each ($100) in Equity Shares.
1. A Candidate wishing to make an application MUST submit the following forms as a package:
a) Schedule A - Application for Nomination to the Board of Directors Without assistance from employees of the Police Credit Union, seek a Nominator and fill out the form in its entirety.
b) Schedule B - Candidate’s Undertaking
c) Schedule C - Declaration of Economic Interests by a Restricted Party of the Police Credit Union
d) Schedule D - Requirements to Disclose
e) Statement of Interest - A written document not exceeding 250 words, which outlines the candidate’s reasons for seeking election to the Board of Directors. This is used to provide the membership with sufficient information about the candidate from a personal and professional perspective. This Statement of Interest will be used by the Credit Union in its election materials.
f) Résumé - Includes disclosures outlining:
· Experience, expertise and qualifications of the candidate
· Candidate’s involvement in the police community
· Candidate’s professional, community or other affiliations or memberships.
g) Optional - A recent photograph of the Candidate (preferably digital) showing the head and upper body that will be included in the Annual Meeting’s Candidates’ Biographies brochure. (5”x7” at 300 dpi minimum)