Governance MD&A and Financials
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Letters to Shareholders Healthy Airport Healthy Workforce Healthy Business Healthy Economy Healthy Communities Sustainability Corporate Governance MD&A and Financials GRI CORPORATE GOVERNANCE 66 GTAA ANNUAL REPORT 2020 Letters to Shareholders Healthy Airport Healthy Workforce Healthy Business Healthy Economy Healthy Communities Sustainability Corporate Governance MD&A and Financials GRI BOARD OF DIRECTORS DOUGLAS ALLINGHAM PETER GREGG Ontario, Canada Ontario, Canada Corporate Director President and Chief Executive Officer, Director since: 2018 Nova Scotia Power (regulated electric utility) Term expiry: 2021 Director since: 2018 Board Chair (effective May 7, 2019) Term expiry: 2021 Governance and Stakeholder Relations Mr. Allingham is a civil engineer with 40 years Committee of experience encompassing both the public Planning and Commercial Development and private sectors. He is the former Executive Vice President of AECOM Committee Canada Ltd., and has a background in transportation engineering including Mr. Gregg is the President and CEO of Nova Scotia Power Inc., a wholly- transit planning, urban design, traffic engineering, environmental owned subsidiary of diversified energy and services company Emera assessment, master planning, airport planning and transportation Inc., providing 95% of the generation, transmission and distribution economics. He has served as President of the Canadian Institute of of electrical power to more than 525,000 residential, commercial and Transportation Engineers, Chair of the Board for the University of Ontario industrial customers across Nova Scotia. He was previously President Institute of Technology, Trustee and Chair of the Board of Lakeridge Health and CEO of the Independent Electricity System Operator (IESO), the and has served on the boards of Durham College and the Durham Abilities corporation responsible for operating the electricity market and directing Centre. In 2012, he was awarded the Queen Elizabeth II Diamond Jubilee the operation of the bulk electrical system in the province of Ontario, Medal for service to the community. and President and CEO of Enersource Corporation (now Alectra Utilities) where he led the merger of Enersource with Powerstream and Horizon Utilities, and the purchase of Hydro One Brampton. Mr. Gregg has an MBA JEFF P. FEGAN from the Ivey School of Business at the University of Western Ontario and Texas, U.S. received his ICD.D designation from the Institute of Corporate Directors. Chief Executive Officer, Jefffegan.com LLC (aviation consulting firm Director since: 2014 KATHLEEN L. KELLER-HOBSON Term expiry: 2023 Ontario, Canada Human Resources and Compensation Corporate Director Committee Planning and Commercial Development Committee (Chair) Director since: 2017 Term expiry: 2022 Mr. Fegan is an executive with extensive experience in the aviation and Governance and Stakeholder Relations aerospace industry. He is the former Chief Executive Officer of Dallas/ Committee (Chair) Fort Worth (DFW) International Airport and past Chairman of the Planning and Commercial Development Board of Directors of Airports Council International – North America Committee (ACI-NA). Mr. Fegan is skilled in operations management, strategic Ms. Keller-Hobson is an experienced corporate director and also serves as planning, commercial development and airport development. He Lead Director and Chair of the Nominating and Governance Committee graduated from the Georgia Institute of Technology and attended of CCL Industries Inc., and as a director of Premium Brands Holdings the Stanford Executive Management Program. Corporation and member of its Nominating Committee and Executive Compensation and Human Resources Committee, both publicly traded companies. Prior to 2015, Ms. Keller-Hobson was a senior partner at Gowling Lafleur Henderson LLP and, prior to October 2011, was a senior partner at Bennett Jones LLP, both international law firms. Prior to October 2006, she was a senior partner at Torys LLP, also an international law firm, where she practised law for 25 years including nine years as Managing Partner of its London, England office. During her 35-year legal career, Ms. Keller-Hobson provided strategic advice to global businesses, boards of directors and special committees on significant transactions, critical business issues, and risk management. She has broad international experience and extensive experience in public and private mergers and acquisitions, corporate finance, and corporate governance. Ms. Keller-Hobson obtained her law degree from the University of Ottawa in 1979. She is a holder of the Institute of Corporate Directors' Director designation (ICD.D). 67 GTAA ANNUAL REPORT 2020 GRI: 102-18, 102-22 Letters to Shareholders Healthy Airport Healthy Workforce Healthy Business Healthy Economy Healthy Communities Sustainability Corporate Governance MD&A and Financials GRI BOARD OF DIRECTORS DON KENNEDY HAZEL McCALLION Ontario, Canada Ontario, Canada Corporate Director Chief Elder Officer, Revera Inc. (retirement living and long-term care company); Special Advisor Director since: 2020 to the Vice President University of Toronto Term expiry: 2023 (Mississauga Campus) Audit Committee Planning and Commercial Director since: 2017 Development Committee Term expiry: 2022 Mr. Kennedy is a retired business executive Audit Committee having served as the Chief Financial Officer Governance and Stakeholder Relations for a number of organizations in aviation, freight and logistics, including Committee Canada 3000, where he grew the organization from the startup of Ms. McCallion is the Chief Elder Officer of Revera Inc., Chancellor of a charter airline into a publicly traded travel group with over 5,000 Sheridan College, and Special Advisor to the University of Toronto, employees. His professional associations include past director of the Air Mississauga campus. She was one of the longest serving mayors in Transport Association of Canada, past director of various airlines fuel Canada, having served as Mayor of the City of Mississauga for 36 years. consortiums and past member of various aviation and travel industry The City of Mississauga operated as a debt-free city during her term as associations. He also served on the Board of Directors of St. Joseph's mayor. She was an ex officio member of the Audit Committee of the Health Centre in Toronto. He is a Chartered Professional Accountant and Corporation of the City of Mississauga and was responsible for signing Chartered Accountant in Ontario since 1981, having started his audit the Internal Audit Charter of the City. She was appointed a member of career at PricewaterhouseCoopers LLP. He holds a Bachelor of Commerce the Order of Canada in 2005 and appointed to the Order of Ontario in (Honours) from Queen’s University. 2020. She has been awarded an honorary Doctor of Laws degree from the University of Toronto, a Doctor of Commerce (honoris causa) from Ryerson University, an Honorary Degree from Wycliffe College and an ROGER MAHABIR Honorary Bachelor of Science from Sheridan College. Ontario, Canada President and Chief Executive Officer, Technology Innovations Inc.; Chairman and MICHELE McKENZIE Chief Executive Officer, Tracker Networks Inc. Ontario, Canada (information technology companies) Director since: 2013 Principal, McKenzie Business Strategies (management consulting firm) Term expiry: 2022 Director since: 2018 Audit Committee Term expiry: 2021 Planning and Commercial Development Committee Governance and Stakeholder Relations Committee Mr. Mahabir is Chairman and Chief Executive Officer of Tracker Networks Human Resources and Compensation Committee Inc. Previously, he was founder, Chairman and Chief Executive Officer Ms. McKenzie is a corporate director and business advisor with strong of Assurent Secure Technologies, a global provider of software security tourism expertise. She is Principal of McKenzie Business Strategies, an products and services. In these senior executive and owner capacities, advisory and leadership practice focused on economic development, Mr. Mahabir's responsibilities included the oversight of the preparation strategy, marketing and tourism. She spent 10 years in the role of of the financial statements of these companies. He was also responsible President and CEO of the federal Crown corporation Canadian Tourism for the financial and business terms of the sale of Assurent to TELUS Commission (“Destination Canada”), and four years as Deputy Minister Corporation. He served as a Managing Director and CIO of RBC Capital of Nova Scotia Tourism, Culture and Heritage. Ms. McKenzie also has Markets and RBC Dominion Securities, and as a member of the Audit experience in international development and has lived and worked in Committee of the Board of Governors of the University of Waterloo. He the Middle East. In 2020 she was recognized by the Tourism Industry is a trained director, having served on the boards and advisory boards of Association of Canada with a Lifetime Achievement Award. In 2014, over 20 private and public organizations in Canada, the U.S. and Europe. she was named by Hotelier Magazine as one of the “10 Most Influential He was conferred with a Doctor of Law degree (honoris causa) from York Leaders in Canada's Hospitality Industry in the Past 25 Years.” She University and his innovations in technology have been recognized and has extensive board governance experience and in addition to GTAA, archived by the Smithsonian. currently sits on the boards of Invest in Canada, Fairmont Hot Springs Resort, the