Board Principles

These Principles have been established as a governance framework to guide the board in carrying out its fiduciary duty to direct and oversee the management of the credit union and its subsidiaries. The Principles help the board and individual directors understand their responsibilities and the general boundaries of board operations.

These Principles should be interpreted in the context of all applicable laws and regulations, standards of sound business practice, Conexus' bylaws and other governance documents, and are intended to serve as a flexible framework within which the board may conduct its business, and not as a set of legally binding obligations.

These Principles are subject to modification and the board is able, at its discretion, to deviate from these Principles from time to time as the Governance Committee may deem appropriate.


1. Director Duties and Responsibilities Expand/Collapse

A director is to act in good faith in what they reasonably believe to be the best interests of the credit union.   

Directors are to maintain eligibility and attend the company’s annual general meeting, board meetings and meetings of committees on which they serve.  Directors are expected to spend the time needed to understand and effectively fulfill their responsibilities.

The Governance and Human Resources Committee is responsible to recommend the compensation for board service.

2. Credit Union Governance Expand/Collapse

The Governance and Human Resources Committee is responsible for ensuring Conexus credit union maintains high standards of credit union governance. The committee monitors the regulatory environment and corporate governance trends, recommends changes as needed and monitors related disclosure.

The board conducts a self-evaluation annually to continuously improve collective performance.

3. Independent Advisors Expand/Collapse

The board and each committee have the authority to hire at the expense of the credit union, independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of management in advance.

4. Code of Conduct Expand/Collapse

The board promotes a culture of openness, high standards of ethical and business conduct, and a spirit of compliance.  Directors and management are  required annually to acknowledge that they have read, understood and complied with Conexus’ Code of Conduct.

5. Relationship with Management Expand/Collapse

The board promotes a collaborative relationship with management and provides guidance through maintenance of board policies.

Management regularly provides appropriate and timely information and reporting to the board so it can monitor performance and make informed conclusions as to the soundness of credit union and subsidiary operations.

The CEO invites management to regularly attend board meetings so that they may facilitate the board’s understanding and ability to oversee operations.

6. Board Composition Expand/Collapse

The board believes that 11 members is the optimum size range for this board.  Directors represent the district regions and are elected by membership vote. 

If there is a vacancy, a quorum of directors may fill the vacancy through appointment until the next Annual General Meeting.

7. Director Elections Expand/Collapse

The Governance and Human Resources Committee is responsible for determining board composition.

When director nominees are needed, the Governance Committee issues a call for nominations, confirms candidate eligibility,  and oversees the voting process. 

Directors must be a member of the credit union and meet eligibility requirements in accordance with legislation and credit union bylaws.

8. Term Limits Expand/Collapse

A director may not serve for more than three consecutive three year terms.  Terms are staggered to ensure continuity.

9. Director Duties and Responsibilities Expand/Collapse

Directors are provided with opportunities for continued development.  Costs and reasonable expenses are reimbursed.

The Governance and Human Resources Committee is responsible for new director orientation within two months of election and the annual director development plan.

10. Board Materials Review and Distribution Expand/Collapse

Relevant and timely Information to support informed decision making and board oversight is distributed in a concise package to directors in advance of meetings.  This permits more meeting time to be spent on discussion and questions from directors.  If the material is too sensitive to be distributed in writing, a presentation shall be made at the meeting. 

Board members are expected to review the distributed materials in advance of the meeting and if needed, contact the corporate secretary with requests for additional information.

11. Agenda for Board and Committee Meetings Expand/Collapse

The Chair of the board establishes, with input from the CEO, and the corporate secretary, the agenda for each board meeting.  Agendas for board and committee meetings are designed to focus the limited time on matters of greatest importance for oversight of the credit union and its subsidiaries.

Directors may suggest additional agenda items and may raise at any meeting subjects that are not on the agenda.  Meeting length may vary as business dictates.

12. Board and Committee Meetings Expand/Collapse

Board and committee meetings are candid and constructive and conducted in a manner that ensures open communication, meaningful participation, critical questioning and the timely resolution of matters.

In camera meetings shall be held regularly without management present.  Meetings are scheduled sufficiently frequent and long enough for the board and committees to fulfill their mandate.

13. Number/Structure of Committees Expand/Collapse

Board effectiveness is promoted by well appointed and structured committees. The board has the following standing committees:  Audit and Conduct Review, Governance and Human Resources and Risk.  Each committee has a terms of reference outlining its purpose and responsibilities.

14. Assignment and Rotation of Committee Members Expand/Collapse

Board committee assignments and committee chairmanships are reviewed annually and rotated periodically, taking into account directors’ interests, areas of expertise, and board needs.

15. Assessing Board and Committee Performance Expand/Collapse

On behalf of the board, the Governance and Human Resources Committee oversees an annual evaluation of the board’s performance and reports the results of such evaluation to the board, preferably in the last quarter of the year.

16. Formal Evaluation of the CEO Expand/Collapse

The board performs an annual evaluation of CEO performance.  CEO performance is evaluated based on achievement of approved annual performance goals and criteria set by the CEO and Governance and Human Resources Committee each year.

The Governance and Human Resources Committee annually makes a recommendation for CEO compensation based on the performance evaluation. 

17. Succession Planning Expand/Collapse

The CEO reports annually to the Governance and Human Resources Committee on succession planning for the CEO and executive management positions.

The CEO also communicates to the full board his or her current recommendation as to a successor in case the CEO becomes unable to fulfill their responsibilities.

18. The CEO and Outside Boards Expand/Collapse

The primary obligation of the CEO is to the credit union, but it is recognized that service by the CEO on outside boards can be beneficial.

Prior to accepting an outside director position, the CEO is expected to discuss with the board his or her desire to hold a position on another board.  The Governance and Human Resources Committee shall be responsible for determining the consensus of the board on this matter.  The number of outside boards upon which the CEO may serve shall be determined on a situational basis.

19. Corporate Social Responsibility Expand/Collapse

The board is committed to mutually successful financial relationships with members, and to making a positive impact on member communities and the environment.  The six CSR pillars are reflective of the co-operative principles and the values of Conexus credit union:  Member Experience, Standards of Business Conduct, Employer of Choice, Community Investment, Value in Membership, and Environmental Management.