Board and Committee Activities

Board of Directors

The CMF’s Board of Directors is responsible for the stewardship of the Corporation, including oversight of the Program and the Corporation’s other activities, taking a leadership role in the development of the Corporation’s strategic direction, and ensuring that management conducts the business and affairs of the Corporation in accordance with its objectives.

The Corporation’s Board of Directors is fully independent from management, its funders and any beneficiaries of the CMF Program. Directors are nominated by the Corporation’s members. The members of the Corporation are: the Canadian Coalition for Cultural Expression (CCCE), which represents Canada’s five largest cable and satellite distributors (five directors), and the Government of Canada, through the Department of Canadian Heritage (two directors).

Composition of the Board (as of March 31, 2014):

The CMF and its Board of Directors are committed to adhering to best practices in corporate governance to ensure that the Corporation is managed responsibly for the benefit of its members, industry stakeholders, and the public. As part of this commitment, the Board of Directors has adopted:

• a Statement of Corporate Governance Principles, which defines the CMF’s governance structure, describing the role of the Board and its mandate, the Committee structure, code of business conduct, and accountability for the responsible management of the funds contributed by its funders to the CMF Program. 
• a Board Charter, which outlines the duties and responsibilities of the Board, as well as that of each Director.
• a Code of Business Conduct, which applies to all of the Corporation’s directors, officers, and employees and which promotes:
  • honest, responsible, and ethical conduct, including the ethical and responsible handling of personal and professional relationships;
  • compliance with the terms of the Contribution Agreement and all applicable laws, rules, and regulations; and
  • full, fair, accurate, and timely disclosure in the reports that the Corporation files with the Department of Canadian Heritage in accordance with the Contribution Agreement and all other public communications; and
  • prompt reporting of any known or reasonably suspected violations of the Code.

Highlights of Board Activities in 2013-2014

The Board conducted a two day strategic planning session that reviewed the key issues, threats and opportunities facing the CMF over the next three years (2014-2017); the mission, vision and values were confirmed, strategic objectives updated and the foundation set upon which to build the 2014-2015 business plan.   Representatives from the Members of the CMF, the Department of Canadian Heritage and the CCCE, and from the Canadian Radio-television and Telecommunications Commission (CRTC) participated on the first day of the session.

Given the rapid pace of change in the ecosystem and the potential effects on the CMF, one of the major outcomes of the planning session was for the CMF to consider its future role and impact on the industry it serves in light of changing consumer consumption of content.

The Board had oversight over the CMF’s response to the CRTC’s call for comments on the proposed change in the Tangible Benefits Policy.  Board members remained actively involved in the consultation process with a presence at focus groups, industry working groups and at the advisory committee. Board members attended a number of CMF sponsored industry events across the country.  Two continuing education sessions were held: a presentation on How Diversity meets Innovation featuring CMF-funded projects; and a Television Audience Measurement Update presented by BBM.

BOARD COMMITTEES

The Board has two standing committees: the Audit Committee and the Governance and Human Resources Committee.

Audit Committee

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its corporate governance and oversight responsibilities with respect to financial reporting, internal controls and risk management, treasury, and external audit activities.

The Audit Committee has adopted a Committee Charter, which outlines its duties and responsibilities. The charter is reviewed annually by the Committee in consultation with the Governance and HR Committee and updated as required.

Composition of the Committee

In 2013-2014, the Committee comprised:

• Cheryl Barker (Chair)
• Ron Close (until April 7, 2013)
• Guy Fournier
• Christopher Frank (from June 25, 2013)
• Louis Roquet (appointed May 21, 2013 until June 25, 2013)

Activities in 2013-2014

Financial Reporting and Financial Statements – reviewed quarterly financial reports and recommended the annual audited financial statements to the Board for its approval; reviewed investment valuation and investment and other administrative policies.

External Auditor – recommend the appointment of the external auditor; review and approve the audit plan, scope of work and compensation.  The Committee met in-camera with the external auditor.

Internal Controls and Risk Management – oversight of internal controls including review of the annual report on the Internal Controls over Financial Reporting; reviewed the inaugural Enterprise Risk Management policy.

Internal Audit – approved the annual Internal Audit Plan; received 6 internal audit reports along with updates on the implementation of recommendations from prior internal audits.  The Committee met in-camera with the Internal Auditor at each meeting.

The Committee also reviewed the Annual Business Plan and Budget, and its own performance including the effectiveness of the Committee and the Chair’s leadership.

Governance and Human Resources Committee

The primary function of the Governance and Human Resources Committee is to assist the Board of Directors in fulfilling its responsibilities with respect to corporate governance and human resources management. 

The Governance and Human Resources Committee has adopted a Committee Charter, which outlines its responsibilities and duties. The Charter is reviewed annually and updated as required.

Composition of the Committee

In 2013-2014, the Committee comprised:

• Alison Clayton (Chair to June 25, 2013)
• Rob Scarth
• Glenn Wong (Chair from June 25, 2013)

Activities in 2013-2014

Corporate Governance – managed the board assessment and individual director peer review processes; oversight of the new director orientation program and the board competency matrix; and reviewed the charters of the board and committees.

Human Resources – review the President and CEO’s annual goals and objectives and monitored performance against those goals and objectives; approved a succession plan for the President and CEO; received a staff benefit review and market salary survey for all executive positions.

The Committee also reviewed the compliance with the Consultation policy and approved the consultation plan which included a cross-Canada multi-city consultation for 2013-2014; reviewed the adequacy of mechanisms for receiving and addressing stakeholder feedback and the outcome of the applicant issues addressed through appeal mechanisms; and updated the Director Development and Education Policy.

Board and Committee Attendance 2013-2014

* Includes in person meetings and conference calls: Board held 5 meetings in person including the Board Planning Session) and 7 conference calls; Audit Committee held 4 meetings in person and 1 conference call; Governance and HR Committee held 3 meetings in person and 1 conference call.

⁽ⁱ⁾ Louis Roquet attended all Board and Committee meetings while in office.

⁽ⁱⁱ⁾ Ron Close resigned on April 7, 2013 prior to any Board or Committee meetings being held in the year.

⁽ⁱⁱⁱ⁾ Christopher Frank attended seven of nine Board meetings and all Audit Committee meetings while in office.

^(iv) Alain Cousineau attended all Board meetings while in office.

Directors Compensation 2013-2014

The policy for directors’ compensation was created by the two Members of the Corporation in 2009. The policy is reviewed at the annual meeting of Members and includes the fee scales for the annual retainer and meeting fees. The fee scales for 2013-2014 agreed by the Members were as follows: 

Annual retainer:

• Chair of the Board - $55,456
• Committee Chairs - $43,073
• Other Directors - $33,274

Meeting fees:

• $1,331for a full day meeting (8 hours including travel)
• $  666 for a half day meeting (4 hours including travel)

Board Appointments

Ron Close resigned from the Board of Directors on April 7, 2013 and Louis Roquet, having declared his intention not to seek re-election as the Board Chair or Board member, left office on June 25, 2013. Christopher Frank and Alain Cousineau were elected to the Board on June 25, 2013 and Alain Cousineau was appointed as Board Chair on the same day. No other new appointments were made to the Board in 2013-2014.