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.

In February 2013, the Board conducted a comprehensive planning session that built on the strategic objectives identified in the previous planning session in November 2011. The CMF’s funding partners consisting of representatives from the major cable and satellite companies and the Department of Canadian Heritage, as well as the Canadian Radio-television and Telecommunications Commission (CRTC) were also invited to provide presentations to inform the Board’s discussions. The two day session was conducted by an experienced external moderator who oversaw and steered the discussion. The outcomes from the planning session included an updated purpose statement encapsulating the CMF’s mandate, vision, mission and values; a planned approach for the next three fiscal years and consideration of how CMF could support the Program.  The discussions and conclusions formed the basis of the 2013-2014 Annual Business Plan approved by the Board in March 2013.

Board members remained actively involved in the consultation process with a presence at industry working groups and advisory committees. Given that this year was the first of a two year Program Guidelines cycle, approved for 2012-2013 and 2013-2014, the industry consultation was focused on specific issues, including convergence requirements, audience measurement and support for regional projects. The insights gained from the consultation process enabled the CMF to refine its Program Guidelines by implementing a number of initiatives that reflected its strategic objectives, notably by launching a new English Regional Development Program in December 2012 and laying the groundwork for the launch of an Anglophone Minority Program in April 2013.

Getting Governance Right

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 (5 directors), and the Government of Canada, through Canadian Heritage (2 directors).

Composition of the Board (as of March 31, 2013)

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, funders, 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.

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 2012-2013, the Committee comprised:

• Cheryl Barker (Chair)
• Guy Fournier
• Ron Close

Accomplishments in 2012-2013

Internal Controls and Risk Management - The Committee reviewed a report on internal controls over financial reporting. It approved the annual internal audit plan, and received eight internal review reports, and no significant deficiencies were noted.

Interim Financial Reporting and Annual External Audit – The Committee reviewed quarterly financial reports, oversaw the annual external audit activities and reviewed the 2012-2013 financial statements.

Services Agreement with Telefilm Canada - The Committee reviewed and recommended to the Board the approval of the Fourth Services Agreement with Telefilm Canada for an additional one year term to March 31, 2014. The Committee also oversaw a value-for-money review of the file administration services provided by Telefilm. The review identified some opportunities to further enhance the effectiveness of this service arrangement.

Annual Business Plan and Budget – The Committee reviewed and recommended to the Board, the approval of the Corporation’s 2013-2014 business plan, budget and the promotion and communications plan. 

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 2012-2013, the Committee comprised:

• Alison Clayton (Chair)
• Rob Scarth (from June 28, 2012)
• Max Valiquette (to June 28, 2012)
• Glenn Wong 

Accomplishments in 2012-2013

Continuance under the Canada Not-for-profit Corporations Act – The Committee oversaw the comprehensive review of the CMF’s constitution and By-Laws, the revised documents were approved by the Members of the Corporation, and the Corporation received its Certificate of Continuance under the Act. The Committee provides oversight of the compliance obligations under the new Act.

Human Resources - Under its charter responsibilities for Human Resources, the Committee provided oversight and guidance relating to the President and CEO’s performance against the goals set for the previous year and the development of her goals and objectives for the year ahead. The Committee reviewed the President & CEO’s employment contract. The Committee also reviewed the CMF staff compensation philosophy and approach as well as a bonus design process.

Director Development, Continuing Education and Assessment - The Committee oversaw amendments to the Board Assessment Survey, and also analyzed the results from the survey and made recommendations to the Board. It also supervised the administration of the directors’ peer review program whereby Board members confidentially provide feedback on their colleagues, as well as the orientation of one new director during the year. Under its directors’ education policy, the Committee arranged several presentations to the Board which showcased innovative digital media projects funded from the CMF’s Experimental Stream. 

Corporation’s Interactions with Stakeholders - The Committee reviewed the Corporation’s compliance with the Consultation Policy in 2012-2013, and concluded that the Corporation was in compliance. It also oversaw the Corporation’s formal mechanisms for addressing disputes with or issues raised by applicants for funding and concluded that there were adequate processes in place.

Board and Committee Attendance 2012-2013

NOTES
* Includes Board Planning Session
⁺ Rob Scarth attended the maximum amount of Board / Committee meetings possible whilst in office and Max Valiquette missed one out of one board meetings he was entitled to attend whilst in office. 

Directors Compensation 2012-2013

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 2012-2013 agreed by the Members were as follows: 

Annual retainer:

• Chair of the Board - $54,636
• Committee Chairs - $42,436
• Other Directors - $32,782

Meeting fees:

• $1,311 for a full day meeting (8 hours including travel)
• $  656 for a half day meeting (4 hours including travel)

Board Appointments

Rob Scarth was appointed to the Board of Directors on June 28, 2012, following the departure of Max Valiquette on the same day. No other new appointments were made to the Board in 2012-2013.