Board candidate information kit

2013 elections

TABLE OF CONTENTS

Section / Page
Letter from the Chair of the Nominating Committee / 2
Nomination and Election Process and Timing / 3
Director Eligibility Information Overview / 4
Important Information for Board Candidates in the 2013 Election / 6
Board Candidate Eligibility Requirements / 7
Director Qualifications / 9
Election Campaign Policy / 10
The Philosophy of Credit Unions / 12
Instructions / 13
Form - Official Nomination – Board of Directors / 14
Form - Areas of Expertise / Experience Assessment / 15
Form - Skill / Capability Assessment / 16
Form – Board Summary Candidate Information / 17

Dear Prospective Board Candidate:

At Alterna Savings, we value the dedication and commitment of our members who choose to participate in our nomination and election process as a Board Candidate. We thank you for your interest in seeking nomination for our Board of Directors. Inside this package you will find information that clarifies the qualification criteria for Candidates and expectations of Board Members in their role of governing the credit union. You will also find everything that you need to complete the nomination process.Potential candidates are strongly encouraged to attend our information session on Monday, November 5, 2012 at 6:30 p.m.More information is available at

To assist those Members who are considering candidacy, the Board appoints a Nominating Committee each year. The Committee’s primary role is to ensure, through a fair, open and transparent process, that Members are fully informed of the nomination and election processes, as well as to consider the qualifications of Candidates in order to ensure the highest quality board composition, and to meet any gaps identified by the Board in its analysis of the Board’s skills, knowledge and experience. An independent board governance expert and recruitment specialist will assist the Committee in its work.

This year the Nominating Committee has been tasked with recommending candidates in equal number to the number of positions available while seeking to select nominees who not only are qualified and meet the required criteria but who also possess specific skills and experience in the following areas: Financial Expertise; Mergers and acquisitions; and/or Information Technology Planning and Implementation.

This Committee is required to interview all applicants and to evaluate the experience, expertise and qualifications of candidates in relation to the specific Director selection criteria established by the Board from time to time.

Arecommendation from the Nominating Committee will be based on the information received from the candidates through their assessment interviews and written materials as well as a gap analysis of the Board's skills, knowledge and experience. The recommendation from the Committee will be according to the following categories: “Recommended”, or “Not Recommended.” In addition, the Committee will indicate which candidates possess a skill or expertise that is a priority based on the gap analysis of Board skills and expertise. Note:No director who has served more than 15 years in aggregate shall be recommended for re-election to the board, unless recommended by two thirds majority of the Nominating Committee. For purpose of this section, this shall include Alterna’s antecedent organizations, being CS CO-OP and Metro Credit Union.

If you have any questions about the enclosed information, you may speak with Madeleine Brillant, our Vice President Corporate Affairs, by email at or at 613-560-0850. Or if you wish to speak with me directly, please leave a message with Madeleine and I will get back to you as soon as possible.

Sincerely,

Mary-Lu Brennan, Chair, Nominating Committee

Nomination and Election Process and Timing

Candidates should ensure they are available on:

January 7, 8 & 9 / January 22 & 24 / April 22, 2013 /

Date

1.Information session for interested Board candidates

Held via video conferencing between 402 Albert Street and 165 Attwell Drive /

Monday, November 5, 2012, at 6:30 p.m.

2.Deadline to submit the Official Nomination Form and other required material

/

Tuesday, December 11, 2012 at noon EST

3.Formal interviews of candidates by Nominating Committee Held via video conferencing between 402 Albert Street and 165 Attwell Drive

/

Monday, Tuesday and/or Wednesday, January 7, 8 or 9, 2013

4.Nominating Committee determines which candidates are recommended and informs each candidate of the decision

/

By Friday, January 18, 2013

5.Candidates have record their video (maximum of 2 minutes) and have their picture taken at 402 Albert Street, Ottawa, or 165 Attwell Drive, Toronto

/

Tuesday, January 22, 2013 (Ottawa) and Thursday, January 24, 2013 (Toronto)

6.The following is posted on Alterna’s website and is available in the branches:

Notice of Annual Meeting

Nominating Committee Report with recommendation of candidates

  • Each candidate’s photograph, video, biography and contribution statement
  • Candidate Summary Information Chart
/

February 20, 2013

7.In branch and electronic vote begins

/

March 5, 2013

8.In branch and electronic vote ends

/

April 16, 2013

9.Annual General Meeting

  • Members may vote during registration until AGM starts at 6 p.m.

The results of the election are announced

/

April 22, 2013

10. The Nominating Committee asks each candidate to respond to a questionnaire about their experience and any suggestions for improvements

/

By end of April 2013

11. The Nominating Committee calls each unsuccessful candidate for a debriefing.

/

By end of April 2013

DIRECTOR ELIGILIBILITY INFORMATION OVERVIEW

Alterna Savings’ Nominating Committee is expected to:

  • Ensure that there is a fair, open and transparent process;
  • Check that candidates are eligible;
  • Conduct a skill gap analysis of the current Board and identify the skills, qualifications and expertise that are priorities for the election;
  • Interview all eligible candidates in order to assess their skills, expertise and qualifications;
  • Recommend, in equal number to the number of positions available, candidates who meet the individual director qualifications and who will add value to the Board as a whole as well as indicating those who have one or more of the priority areas of expertise;
  • Advise candidates after the interviews whether or not they will be recommended.

Priorities, Skills and Expertise that Alterna is Looking for in 2013

This year, the Nominating Committee has determined that the following criteria will be priorities in determining those candidates who will be recommended to the membership:

1.Is able to read and comprehend Alterna’s Balance Sheet and Income Statement, and assess the implications of these documents;

2.Has experience serving on governance boards overseeing complex organizations which operate in a competitive environment or on boards of public or non-profit organizations of a scale and complexity similar to Alterna’s;

3.Is an expert in one or more of the following areas:

a) Financial Expertise (CA, CGA, CPA, CMA, CFA or CIA)

b) Information Technology Planning and Implementation

c) Mergers and Acquisitions.

Alterna, as an organization, promotes diversity.

Note: A candidate who is not recommended for election by the Nominating Committee is provided with the opportunity to withdraw his/her candidacy or to pursue the process and run for election. The ultimate decision about whether to run for election rests with the individual. The ultimate determination of who will be elected as a director rests with the members.

To be eligible to stand for election as a Director of Alterna Savings, candidates must:

•be 18 years of age or older;

•be a member for more than one year;

•be eligible as described in section 92(1) of the Credit Unions and Caisses Populaires Act and section 4.02 of Alterna’s By-law[1];

•be a member in good standing;

•be a Canadian citizen, or a person lawfully admitted to Canada for permanent residency who is ordinarily a resident in Canada;

•pass both a credit and a criminal records check;

•be free of any conflict of interest that would result in an inability to fulfill the responsibilities of a Director of Alterna Savings;

•submit the Official Nomination Form and other required materials by the date and time specified;

•attend an interview with the Nominating Committee on January 7, 8 or 9, 2013.

The full requirements are outlined on pages 7 and 8.

Alterna Savings expects that each Director will have the following skills/capabilities:

  1. Ability to devote sufficient time and energy to the performance of their duties as a Director (see page 6);
  2. Willingness to assume the responsibilities associated with being a Director;
  3. Willingness to undertake training and development activities to meet regulatory requirements (see page 8);
  4. Has experience serving on governance boards overseeing complex organizations which operate in a competitive environment or on boards of public or non-profit organizations of a scale and complexity similar to Alterna’s;
  5. Be financially literate (i.e. Be able to read and comprehend Alterna’s Balance Sheet and Income Statement, and assess the implications of these documents);
  6. Demonstrated integrity, high ethical standards and respect of privacy and confidentiality;
  7. Ability to recognize and assess business risks and strategic opportunities;
  8. Ability to distinguish between the Board’s role and Management’s role;
  9. Demonstrated ability to think, act and speak independently and with conviction and confidence;
  10. Good oral and written communication skills;
  11. Ability to conceptualize and think strategically;
  12. Good problem solving and interpersonal skills;
  13. Access to, and ability to use, a computer, printer and the internet;
  14. Willingness to work within an electronic environment for Committee and Board materials.

IMPORTANT INFORMATION FOR BOARD CANDIDATES IN THE 2013 ELECTION

Positions Available

This year, members will be electing candidates to fill four positions. Each will be for a three-year term.

Board Structure and Process

The Board currently has five standing committees: a Governance Committee; a Business Oversight Committee; a Finance and Audit Committee; a Nominating Committee and a Risk Oversight Committee. Our website at provides more information about the role of each Committee.

Time Commitment

Below is an estimate of the amount of time necessary to fulfill your role as a Director. Each director is expected to prepare for and attend Board meetings and to sit on at least two of the Board Committees. In addition, Board members are expected to attend two Board Retreats, in the Spring and in the Fall. Candidates should expect to dedicate 4 to 6 hours per week to Alterna business during their first year.

Item / Minimum Estimated Time (not including travel)
Board meeting / There are approx. 6 Board meetings per year. Board meetings can last between 4 and 6 hours per meeting. They take place during the day. The meetings are held either through videoconferencing between 400 Albert Street, Ottawa, and 165 Attwell Drive, Toronto; or in person at these locations, alternating between Ottawa and Toronto.
Read Board package / 4 – 8 hours per meeting
Committee / 1-2 meetings per quarter per Committee – from 3 to 4 hours per meeting
Read Committee package / 4 – 8 hours per meeting
Board planning sessions / Spring: 1 weekend per year, starting Friday morning (10:00 a.m.) and ending Saturday at 4:00 p.m. Fall: one full day
Electronic meetings / E-meetings: Number varies - 1 to 5 per month
Directors should make every effort to monitor their e-mail daily.
Training and development, community involvement / Directors are expected to attend education/training sessions and participate in community activities. The Board has set up four dates per year for education/training sessions. (In addition, see page 8)

Remuneration

Directors receive a $8,500 annual honorarium (paid quarterly) and $325 per half day meeting (up to six hours) that they attend. These payments are taxable as personal income.

Board Candidate Eligibility Requirements

To serve as a Director of Alterna Savings, you must:

  • be 18 years of age or older.
  • be a member for more than one year[2],
  • be a member in good standing,
  • not be an employee of Alterna or a former employee of Alterna for at least one year,
  • not be involved in a lawsuit against Alterna, and
  • be a Canadian citizen, or a person lawfully admitted to Canada for permanent residency who is ordinarily a resident in Canada.

In addition, the following people are disqualified by the Ontario Credit Unions and Caisses Populaires Act (Section 92(1)):

  1. One whose membership in any credit union has been terminated, other than voluntarily.
  2. One who a court has decided is of unsound mind.
  3. One who is an undischarged bankrupt or who has been discharged as a bankrupt in the 5 years preceding the date on which she or he may be elected as a director.
  4. One who is unable to obtain a bond of an insurer licensed under the Insurance Act to write surety and fidelity insurance.
  5. One who is more than 90 days in arrears in the payment of a debt owed to the credit union unless the credit union has agreed to extend the time for repayment.
  6. One who is listed as a person within the meaning of the United Nations Suppression of Terrorism Regulations under the United Nations Act (Canada).
  7. One who has been convicted, in the five years preceding the date on which he or she may be elected as a director, of an offence as described in section 92 (3) of the Credit Unions and Caisses Populaires Act[3] and who has not received a pardon for the offence.
  8. One whose membership in a professional association has been terminated, in the five years preceding the date on which he or she may be elected as director, for professional misconduct.
  9. An employee of the credit union or a league in which the credit union is a member, or his or her spouse, parent or child.
  10. A professional advisor/consultant who provides services to the credit union in his or her professional capacity or who has provided such services in the three years preceding the date on which he or she may be elected as a director.
  11. An employee of the Deposit Insurance Corporation of Ontario (“Corporation”).
  12. A public servant employed under Part III of the Public Service of Ontario Act, 2006 whose employment duties include regulating credit unions.
  13. One who has not met the training requirements or qualifications for directors established by the credit union.
  14. One who has not met any reasonable condition or qualification set out in the by-laws of the credit union.

Requirement to Disclose any Conflict of Interest

The Credit Unions and Caisses Populaires Act also requires Board candidates to disclose if they are a party to a material contract or proposed material contract with the credit union. You must include the disclosure with your submission if you:

a)Are a party to a material contract or proposed material contract with the credit union;

b)Are a director or an officer of an entity that is a party to a material contract or proposed material contract with the credit union;

c)Have a material interest in a person who is a party to a material contract or proposed material contract with the credit union; or

d)Are a spouse, parent or child of an individual who is a party to a material contract or proposed material contract with the credit union.

Requirement to Achieve a Strong Level of Competency

The Deposit Insurance Corporation of Ontario (“DICO”), the regulator of Ontario credit unions, requires that each Director must achieve a strong level for each of the following nine core competencies within 24 months of election:

  1. Audit and Compliance Oversight6. Leadership
  2. Board and CEO Performance7. Regulatory Environment
  3. Credit Union Operation8. Risk Management Oversight
  4. Financial Literacy9. Strategic Planning.
  5. Governance and Ethics

DICO considers that a competency can be acquired through education, working experience, experience on Boards and/or training. DICO expects that each Director will reach a strong level for each competency within 24 months. Faster requirements apply to the members of the Finance and Audit Committee and for the Chair of the FAC and the Chair of the Board. Each Director is expected to self-assess annually on the level attained for each competency and agree to a development plan as required.

Alterna Savings has a Policy on Director Training and Requirements, which endorses DICO’s requirements, encourages Director Development and provides related funding. Should you wish more information, consult:

Director Qualifications

The Board of Alterna Savings has adopted a policy as it relates to its expectations regarding the qualifications of individual Directors and the Board as a whole.

Throughout their tenure, all Directors must meet the legal qualifications for Directors set out in the Credit Unions and Caisses Populaires Act and in the By-law of Alterna Savings.

Alterna expects each Director to meet certain individual qualifications and the Board as a whole to possess knowledge and experience relevant to its mandate and operations. In general, Directors shall have the ability to act 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, or suppliers. Board members must have the ability to operate “as a team” at the Board level and to be able to “speak with one voice” once a full discussion has been undertaken and a decision has been made by the Board in accordance with its governance policies.

The Board of Directors as a whole shall be broadly representative of its membership.

As a group, the Directors shall possess knowledge and experience relevant to Alterna’s mandate and operations. Based on a skill gap analysis of the Board, specific skill areas being sought for this year are:

  • Financial Expert
  • Information Technology Planning and Implementation
  • Mergers and Acquisitions.

Alterna Savings is a large and complex credit union. In fulfilling its fiduciary and duty of care responsibilities on behalf of the members, the Board of Directors provides oversight, due diligence, and strategic direction. It is essential that the directors, collectively, have the skills, qualifications, and expertise to carry out these responsibilities. Further, each Director is expected to be financially literate (i.e. Is able to read and comprehend Alterna’s Balance Sheet and Income Statement, and assess the implications of these documents) and to have experience serving on governance boards overseeing complex organizations which operate in a competitive environment or on boards of public or non-profit organizations of a scale and complexity similar to Alterna’s.

As well as having the required skill, knowledge and experience, the Board of Directors believes that it should, to whatever extent possible, reflect the diversity of the demographic make-up of the communities and membership that would provide for an ideal complement of gender, culture and communities served.