Board roles and responsibilities

The Conexus Board of Directors (Board) has an overall responsibility for the stewardship of Conexus and ensuring our credit union can successfully meet the challenges of the rapidly changing financial services industry and its growing regulatory requirements. The Board has a fiduciary responsibility to Conexus and follows all laws and standards set out in The Credit Union Act, 1998, The Credit Union Regulations, 1999, and the Standards of Sound Business Practice. The day-to-day management is delegated to Conexus’ Chief Executive Officer (CEO).

The Board ensures Conexus is managed and operated in a sound and prudent manner. Its responsibilities include:

• Ensuring our Board is a qualified and independent board elected by members that is representative of the members we serve. This includes considering the legitimate business interests of members and stakeholders and being accountable to them.

• Demonstrating our commitment to ethical leadership consistent with our purpose, values, and code of conduct.

• Managing the Board’s affairs, determining the mandate and composition of board committees, and setting the governance practices, policies, and processes to guide the Board’s work and meet all legislative and regulatory obligations.

• Assessing the performance of the Board, with a commitment to ongoing director education and competencies needed to inform the call for nominations.

• Selecting a qualified and dynamic CEO to lead our credit union, establishing performance objectives and compensation, and evaluating performance.

• Clearly defining roles and responsibilities and a collaborative relationship with executive management.

• Ensuring an effective organizational structure that appropriately balances separation between operations and risk management control functions. This includes deliberate strategic planning, setting performance measures for the organization in the balanced scorecard, monitoring risks, and overseeing progress towards achieving strategic objectives.

• Reviewing and approving financial statements, annual budgets, regulatory filings, and overseeing timely and accurate reporting to members and the regulator regarding performance.

• Providing transparent disclosure of notable corporate information to members.

The Board’s Governance and Human Resources Committee works to ensure Conexus evolves and maintains high standards of governance. Collaboratively, management and the committee monitor the regulatory environment and corporate governance best practices to identify opportunities for continuous improvement.

Learn more bout the Board Committees here.

Board orientation and director education

Directors participate in education sessions tailored to meet the development needs and interests of the Board. Each director is provided with a learning and development allowance to encourage their participation in continuing education opportunities that support their personal development goals. Additionally, directors are offered opportunities to attend a variety of community, member, and employee events throughout the year. Education is important in helping directors understand the operations and emerging issues affecting our business, in addition to maintaining and building governance skills. An orientation program is provided to familiarize new directors with business operations and the expectations of our directors.

The Director Orientation and Continued Learning and Development Policy is designed to combine required and elective opportunities. The range of learning and development pursued by Conexus’ Board of Directors includes and is not limited to:

• Institute of Corporate Directors (ICD.D) University of Toronto – Rotman School of Management.

• Chartered Director Program (C.Dir) – DeGroote School of Business at McMaster University.

• Credit Union Executives Society (CUES) Governance Leadership Institute (CCD).

• CUSource Foundations of Governance.

• Various in-house training such as financial literacy, director orientation, and more.

Board remuneration and attendance

The Board’s Governance and Human Resource Committee is responsible for reviewing director remuneration, ensuring it’s competitive and appropriate. The Director Remuneration policy is reviewed triennially.

Preparation, attendance, and active participation in regular board and committee meetings, strategic planning sessions, and other special meetings are an expectation of our directors. Accountability is integral, and a minimum attendance rate of 75 percent is required, except where the Board’s Governance and Human Resources Committee determines that special circumstances prevented a director from meeting this minimum threshold.

Meet the Board here.