Overview of the 2022 Director Nomination and Election Process

Board Elections

Our Board of Directors election is taking place in April 2022.  You could play an integral role in shaping the future direction of this progressive and member-centric organization.

The 2022 Director Nomination and Election Process has commenced, with the nominations period closing November 30, 2021.  General information on Director Eligibility and Requirements and Director Competencies as well as the activities associated with the process can be found below.

To access the Director Nomination Package, please click  here.

Eligibility Requirements

Each year, the Director Nomination and Election process begins in October and concludes with an election in April.

There are mandatory requirements for an individual to be eligible to be a director of CUA.  An individual must be a member of CUA.  Pursuant to section 7.14 of the Charter By-Laws, an individual is not eligible to be a director of CUA if any of the following parameters exist:

  • anyone who is less than eighteen (18) years of age;
  • anyone who is not an individual;
  • anyone who is not a resident of Canada;
  • a person who has the status of an undischarged bankrupt;
  • a current employee of CUA, or any immediate family member of the employee or anyone who, in the past three (3) years has been an employee, or is an immediate family member of a former employee of CUA, Atlantic Central, League Savings & Mortgage Company or the Nova Scotia Credit Union Deposit Insurance Corporation;
  • an auditor of CUA or a member (whether a partner or employee) of the firm of accountants of which the auditor is a member;
  • a solicitor of CUA, or a member (whether a partner or employee) of the firm of solicitors of which the solicitor is a member;
  • a person who is in breach of any policy of CUA;
  • a person employed in the Civil Service whose official duties are concerned with the affairs of credit unions; and,
  • a person who has a loan with CUA that is more than forty-five (45) days in arrears.

Further and pursuant to section 7.14 of the Charter By-Laws, a director cannot apply for an employment position with CUA while he or she is an active director or for a period of three (3) years after having ceased to be a director of CUA.  No immediate family member of a Director shall be eligible for employment or any position with CUA while the director is an active director of CUA.

In addition to these mandatory requirements, director competencies and skills are identified by the Board in order to ensure the necessary capabilities exist on the collective Board.  The capabilities are deemed to be key to the effective conduct and operation of the Board as well as to the success of CUA.  To support this identification, the Board conducts a thorough assessment of its existing skills and competencies prior to the commencement of the Director Nomination and Election process.  It reviews this information to determine if there are any gaps that should be filled in the upcoming director election.

These identified competencies are communicated when the nomination period begins on October 15th and are based on what the Board has concluded best complements the existing skillsets and profile of the Board.

Furthermore, a number of competencies have been identified that will enable the Board to fulfill its responsibilities and to contribute to CUA’s success. These competencies are referenced in Sections V and VII of the Director Nomination Package. To facilitate an informed voting decision model, the Board identifies and communicates recommended candidates to the membership as part of the election process. The number of recommended candidates will not exceed the number of director positions being filled in the election.

In order to arrive at recommended candidates, the Governance Committee conducts a rigorous interview and assessment process. The Committee considers that all nominees have clearly demonstrated compliance with the eligibility requirements and it is the Committee’s view (approved by the Board) that the recommended candidates possess the skills, attributes and experience that will best complement and strengthen the existing Board.

CUA has a COVID-19 mandatory vaccination policy. Any nominee or candidate must comply with the provisions of this policy in order to be eligible to be a director.

Director Competencies

CUA has a robust corporate governance framework intended to facilitate the effective conduct and operation of the Board.  As part of this framework, the Board considers the individual and collective competencies required to fulfill its mandate and reviews this information on an annual basis.  In addition to meeting the Director Eligibility Requirements, directors are expected to have the ability to act in the best interest of CUA, to operate "as a team" at the Board level and to be able to "speak with one voice" once a full discussion has been undertaken and a decision has been made by the Board in accordance with its governance framework.

As a community-based banking institution, directors are expected to develop an understanding of the cooperative principles and values that govern CUA, and have a good cultural fit with a member-owned business.  Behavioural competencies are critical to the overall strength of the Board.  Directors must be collaborative, engaged, respectful and comfortable in making sound decisions with due consideration of the various factors that are relevant to the issue.  Directors must also be prepared to commit the required time and energy to serve on the CUA Board, including the commitment to maintain up-to-date knowledge of industry standards and global trends impacting CUA.

Each year and in advance of the nomination and election process, the Board identifies the specific skills, experience and competencies required on the Board as a whole.  In identifying these areas, the Board assesses the environmental landscape in which CUA operates and considers the future strategic direction of the organization.  It then reviews the current skills on the Board and determines if there are any gaps that should be filled in the upcoming director election process.  Based upon its recent assessment, the information technology (IT) skill area is the only current gap on the Board.  IT is a key element to CUA’s Strategic Plan and having an additional director with expert skills in this area would add value to the overall Board.

This information is being provided to prospective candidates as well as to the membership in order for these skills to be known as part of the process. CUA values the diversity of the communities it serves and encourages nominations from all qualified candidates including women, indigenous persons, visible minorities and persons with disabilities.

Director Nomination and Election Process Schedule

For the 2022 Director Election process, members will be electing candidates to fill three (3) positions, both of which are for a three-year term.

The key activities and associated timelines for the 2022 Director Nomination and Election process are as follows:

  1. Director Nomination Package is available on CUA’s Website. (October 8, 2021)
  2. Call for nominations opens. (October 15, 2021)
  3. Call for nominations closes and all completed Nomination Forms are submitted. (November 30, 2021 by 4:00 p.m.)
  4. The Governance Committee reviews the Nomination Forms and confirms the eligibility of nominees. (December 14, 2021)
  5. Interviews are held with each nominee. The Governance Committee considers all information, including the identified competencies and skills needed on the Board, and determines which of the nominees should be recommended candidates. (January 2022)
  6. The Governance Committee recommends to the Board the slate of recommended candidates. (February 22, 2022)
  7. All candidates are contacted and advised of their status. (March 1, 2022)
  8. Candidate’s name, Candidate Statement and photograph of each eligible candidate are disseminated to members via CUA's Website, branches and Corporate Office. Information on the election is communicated through all channels, including social media. (March 7, 2022)
  9. Voting is conducted through three options during the defined election period (April 4 - 15, 2022): 1. in-person voting at the branches and Corporate Office during business hours; 2. online voting; and, 3. in-person voting, between 6:00 – 7:00 p.m., one hour before the AGM.
  10. The results of the election are announced at the AGM. (April 26, 2022)
Contact is made to all candidates to advise of the outcome of the election immediately following the AGM. (April 27, 2022)

 

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