Good corporate governance ensures the Board’s ability to independently direct and evaluate the performance of Accord’s management as well as that of the Board members themselves. This is achieved through:
The Board currently comprises seven directors, six of whom are independent of management and free from any interest or business which could reasonably be perceived to materially interfere with, or compromise their ability to act in the best interests of Accord. A number of Board members also act as directors of other public companies. All directors stand for re-election annually.
Accord considered the guidance provided by the CSA’s National Policy 58-201 ("NP 58-201") in developing its corporate governance practices. NP 58-201 is intended to assist companies in improving practices and contains guidelines on issues such as the constitution and independence of corporate boards and their functions. Accord’s corporate governance practices generally comply with NP 58-201’s fundamental principles. Accord also follows the provisions of CSA National Instrument 58-101 with respect to disclosure of its corporate governance practices.
CSA has also enacted rules regarding the composition of audit committees (Multilateral Instrument 52-110 - Audit Committees) and the certification of an issuer’s disclosure controls and procedures and design of internal control over financial reporting (Multilateral Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings). Accord is currently in compliance with the requirements of these instruments.
The Board maintains an effective relationship with the senior management team in a number of ways;
The size of the Board facilitates effective decision-making, and direct, immediate communication between directors and management. It also permits individual directors to involve themselves on specific issues where their individual experience will best assist the company. Without delegating to a specific corporate governance committee, the Board nominates new directors and assesses the effectiveness of the Board, committees and members individually and as a whole, and approves requests of directors to engage outside advisors at Accord’s expense. It also reviews and sets directors’ compensation, based on workload, responsibilities and reviews compensation paid in similar-sized public companies.
Current Board Members Majority Voting Policy
The Board shall discharge its responsibilities directly and through the Audit Committee, Compensation Committee and Credit Committee.
The Audit Committee is composed of Stephen Warden (Chair), David Beutel and David Spivak, each of whom is an independent director and financially literate. The committees’ responsibilities are set out by its Charter. They include review of quarterly and annual financial statements and MD&A and related press releases prior to Board approval; making recommendations to the Board regarding the appointment of independent auditors and assuring their independence; meeting with Accord’s management at least quarterly; reviewing annual audit findings with auditors and management; and reviewing the risks faced by Accord, the business environment, emergence of new opportunities and steps management has taken to mitigate exposure to significant risks. The Audit Committee has adopted a corporate code of ethics and whistleblower policy, whereby any director, officer or employee of Accord or its subsidiaries, who is aware of acts by a director, officer or employee which contravene in the standards of business and personal ethics required of them, or is in violation of applicable laws and regulations, is required to bring such matters to the attention of management or directly to the chair of the Audit committee. All reported violations will be investigated and appropriate corrective action taken if warranted.
The Compensation Committee is composed of Jean Holley (Chair), Gary Prager and Stephen Warden. Its mandate includes evaluating the performance of Accord’s executives and making recommendations for approval of their remuneration by the Board. It reviews compensation paid to management of similar-sized companies to ensure Accord’s is consistent with industry standards. This committee also considers and makes recommendations on incentive plans, employee benefit plans and the structure and granting of stock options or share appreciation rights. A report on executive compensation is included in Accord’s annual management proxy circular.
The Credit Committee is composed of Gary Prager (Chair), David Beutel and Burt Feinberg. The committee reviews and approves all client and customer credit in excess of $2.5 million, including loans and assumption of credit risk, and manages the company’s risk in respect of larger exposures.
In addition to those matters that, by law, must be Board approved, management seeks Board approval for any transaction that is outside of the ordinary course of business, or could be considered material to Accord business. The frequency of Board meetings and agenda items may change depending upon the state of Accord’s affairs. The Board meets at least quarterly to review business operations and financial results, including regular meetings both with, and without, management to discuss specific aspects of Accord’s operations. Directors are expected to attend all Board meetings and comprehensively review provided materials in advance of each meeting.
The shareholders of Accord elect the Board members, who in turn are responsible for overseeing all aspects of the business, including appointing management, ensuring the business is managed properly and considering the interests of shareholders and stakeholders, including employees, clients, suppliers and the community at large. The Board’s duties are formally set out in its Charter. In addition to the Board’s statutory obligations, it is specifically responsible for:
In addition to those matters that, by law, must be Board approved, management seeks Board approval for any transaction that is outside of the ordinary course of business, or could be considered material to Accord business. The frequency of Board meetings and agenda items may change depending upon the state of Accord’s affairs. The Board meets at least quarterly to review business operations and financial results, and has regular meetings, both with and without management, to discuss specific aspects of Accord’s operations. Directors are expected to attend all Board meetings and comprehensively review provided materials in advance of each meeting.
Directors are expected to attend regular seminars and review publications and materials as provided by management, auditors, lawyers and other sources in order to maintain the skills and knowledge necessary to meet their obligations.