Make a difference!

Board of Directors Nomination Package Contents Introduction...... 2

Federal Continuance...... 2

About Innovation – Purpose, Vision, Mission, Values...... 2

Purpose:...... 2

Vision:...... 2

Mission:...... 2

Responsible Banking - Doing the Right Thing...... 3

Board Responsibilities...... 4

Director Profile...... 5

Board Diversity...... 5

Director Development...... 5

Time Commitment...... 5

Board Committees...... 6

Nomination and Election Process...... 7

Nomination Process...... 7

Desired Skills/Expertise...... 7

Nomination Forms...... 8

Qualifications for a director as set out by the Act...... 8

Qualifications for a director as set out in the Bylaws...... 8

Important Dates...... 9

Introduction This package provides information on the process and details of becoming a Board of Director with Innovation Credit Union.

Innovation Credit Union is a financial co-operative governed by a Board of Directors and accountable to the member owners of the credit union. Innovation Credit Union is committed to meeting the standards of legal and regulatory requirements in order to maintain member confidence and demonstrate financial success.

Innovation Credit Union (the Credit Union) is regulated by The Credit Union Deposit Guarantee Corporation of (the Corporation). The credit union must comply with The Credit Union Act, 1998; the Credit Union Regulations 1999; The Standards of Sound Business Practice; credit union bylaws and policy; and, other applicable provincial and federal laws. The Credit Union provides regular reporting to the Corporation and is subject to periodic risk- based examinations.

Innovation Credit Union employs a modern and effective governance framework that ensures the credit union is managed and operated in a sound and prudent manner. The Governance & People Committee is tasked with ensuring that the credit union maintains high standards for its governance framework. Management and the Committee review industry and regulatory governance standards to identify opportunities to evolve and improve the governance of the credit union. Federal Continuance In December of 2017, the membership of Innovation Credit Union provided a mandate to the Directors and Management of Innovation Credit Union to pursue continuance as a Federally Chartered Credit Union under the Bank Act. The Credit Union submitted its formal application for Continuance to the Office of the Superintendent of Financial Institutions (OSFI) in July of 2018. Management is actively work with OSFI on the application review and approval process. . About Innovation Credit Union – Purpose, Vision, Mission, Values

Purpose: We strive to redefine banking by helping Canadians simplify their lives and reach their financial goals by reinvesting profits into our members, our communities, and our people. Now that’s responsible banking!

Vision: To be the most responsive and innovative organization.

Mission: To provide world class financial services wherever you are and whenever you need us. Values: Integrity - We say what we do; we do what we say.

Team - We are successful together.

Respect - We are courteous and concerned.

Accountability - We take ownership.

Community - We are involved and proud of it.

Knowledgeable - We have the answer for you.

Service - We deliver excellence. Members first!

2 Responsible Banking - Doing the Right Thing Doing the right thing is something we’re passionate about at Innovation. This is why we embrace Responsible Banking, which, is about creating and using our profits in a way that makes life better for our members, our communities and our world.

Responsible Banking is a values-based position that guides our entire team, challenging us to think differently about how we operate as a financial institution. These values also remind us that it’s our responsibility to return our profits back to our members. We do this by providing each and every one of them with long-term rewards designed to benefit them financially today and position them for a brighter tomorrow.

Being guided by the ‘do the right thing’ mandate of Responsible Banking means ensuring that our members are truly our number one priority. We practice this belief everyday and in every decision we make, from offering innovative financial products and services to rolling up our sleeves and getting involved in the communities we serve. This includes everything from volunteering and sponsorships to extending services to communities that other banks fail to serve. It also means taking care of our valuable staff, ensuring they’re trained for meaningful careers and empowered to support our most important asset - our members.

Responsible Banking inspires us to think big, embrace innovation, create change and foster growth. As our CEO Daniel Johnson says, “we’re determined not to create an environment where tomorrow is just another version of yesterday for our members.” To achieve this, we’re constantly looking for ways to evolve so that we can continue to be the valuable, profitable and meaningful financial partner that our members deserve.

We strive to bankingredefine by helping Canadians their lives and reach simplify their financial goals by reinvesting profits into our members, our communities, and our people. Now that’s Responsible Banking!

3 Board Responsibilities One of the things that makes credit unions unique is that they are member-owned, member-driven, and member-focused. Through a nominated Board of Directors, our members have a say in how our credit union is governed.

The board is comprised of twelve members of Innovation Credit Union. Each board member is elected for three-year staggered terms.

The board of directors has overall responsibility for the credit union. The significant duties of the Board include, but are not limited to:

• submitting to the general meeting any matter requiring member approval as detailed in the Credit Union Act, Regulations or by-laws, • appointing or removing the Chair/President of the credit union, • oversight to the corporate governance framework, including reviewing and approving corporate governance policies, • approval of corporate mission, principles and values • approval, review and monitoring of code of conduct and market code • oversight and approval of short-term and long-term enterprise-wide business strategy, objectives and plans (capital, financial, liquidity), including the enterprise risk management framework (ERM framework) • approval and monitoring of business and financial performance as well as performance indicators relative to the business strategy and ERM framework • approval of significant strategic initiatives or transactions, such as mergers and acquisitions • review and approval of all corporate policies • oversight of internal controls system • ensure compliance with applicable laws, the Standards and supporting Regulatory Guidance Documents • appointment, performance review and compensation of the CEO and, where appropriate, other members of senior management and the heads of oversight functions • ensure completion and regular review of succession plans with respect to the board, CEO and, where appropriate, other members of senior management and the heads of oversight functions • providing for an independent assessment of, and reporting on the effectiveness of, organizational procedures and controls. • mandate, resources and budgets for the oversight functions • external audit including recommendation of external auditor to membership, audit plans, including audit fees and the scope of audit engagements • disclosure of policies and processes that support transparency to members and other stakeholders • issuing securities, • approving and declaring dividends and/or patronage rebates, • approving the annual financial statement, • approving related party transactions as required, • establishing procedures for prudent investment standards, • delegating lending limits provided by the Credit Union Deposit Guarantee Corporation, • approving the making of to, or guarantee obligations of, its executive within legislated parameters, • reviewing and approving organization structure • being an advocate and ambassador for the credit union

4 Director Profile To access Director Profile click here. Board Diversity Innovation Credit Union seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of expertise, cooperative philosophy, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board should reflect the diverse nature of the business environment in which Innovation Credit Union operates. For purposes of Board composition, diversity includes both visible and invisible elements and factors. Diversity includes but is not limited to: skill sets, education, perspectives, business experience, geography, age, gender, and ethnicity and be reflective of our membership.

Innovation Credit Union is committed to a merit-based system for Board composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination.

When assessing Board composition or identifying suitable candidates for election or re-election to the Board, Innovation Credit Union will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board. When new potential board members are being nominated by other members, the nomination/ candidate application will capture experience, skills, education and interests, as well as eligibility qualifications required to be a director including diversity of the current Board. These skillsets will be summarized and communicated to members prior to the voting process.

Innovation Credit Union seeks to maintain a Board in which each gender represents at least 30% of directors.

Gender diverse candidates for director will be included in the evergreen list of potential Board nominees.

Annually, the Board or a committee of the Board will review the Diversity Policy and assess its effectiveness in promoting a diverse Board which includes an appropriate number of women directors. Director Development The Director Development Guide (click here) will convey the education, experience, skills and competencies expected of Directors. The Guide will also provide foundational educational requirements and provide guidance to longer term development plans. The Guide will be reviewed and updated annual and approved by the Governance & People Committee.

It is acknowledged that the Credit Union Director Achievement (CUDA) program is the starting point for all director development. All new Directors will be enrolled in this program and are encouraged to work towards it’s completion in their first term of office.

The Board of Directors will also support enrollment in other director training colleges such as The Institute of Corporate Directors or the Director College. These requests will be approved through individual requests submitted to the Governance & People Committee.

Individual participation in training and development will be in accordance with the annual Director development plan and budget. All directors are to create a development plan, with the recommended scope of three years. Each year, all Directors will complete a skills and competencies assessment. Time Commitment The board of directors meet on a regular schedule and it is important to come prepared and have active participation in the board and committee meetings. Reporting on attendance at meetings is disclosed to the membership annually as part of the Annual General Meeting (AGM).

The Board and Committee meetings are scheduled back to back and are scheduled the month following fiscal quarter ends. The meeting materials are provided one week prior to the meetings and Board members are required to review the material in advance to ensure active participation. 5 EXPECTED ANNUAL TIME COMMITMENT:

All directors can expect the following time commitment:

• Quarterly board and committee meetings (10 days)

• Board / director development (2 days per year)

• Strategic Planning (2 days per year)

• External training (2-4 days per year)

• Meeting preparation (10 – 12 hours per quarter)

• Travel time – as required.

The schedule of meetings for 2021 is in Appendix A (click here). Board Committees All Directors will be expected to serve on at least two Board Committees. The committees that we currently have are: Audit and Finance Committee (5 Directors and Board President) The Audit and Finance Committee oversees the financial reporting process, reviews financial statements, liaises with internal and external auditors and regulators, and reviews internal control procedures. The board determines the experience, education and competencies required for Directors to be effective members on the committee and assigns directors accordingly. Corporate Governance and People Committee (5 Directors and Board President) The Corporate Governance and People Committee establish and maintain effective governance guidelines, ensure the performance and succession of senior leadership, monitor people practices, and ensure compliance with governance policies and Innovation Credit Union bylaws. The Committee oversees the nomination and election processes for elections of credit union directors. The board determines the experience, education and competencies required for Directors to be effective members on the committee and assigns directors accordingly. Risk & Conduct Review Committee (5 Directors and Board President) The Risk & Conduct Review Committee ensures that Innovation Credit Union acts with the full integrity and objectivity of its directors and employees, by having in place policies, processes and practices that protect people and the organization from claims and from the perception of unfair benefit or conflict of interest. The board determines the experience, education and competencies required for Directors to be effective members on the committee and assigns directors accordingly. Community and Member Relations Committee (5 Directors and Board President) The Community and Member Relation Committee ensures an effective framework for social responsibility by ensuring the credit union is effectively linked to and contributing to the community. To establish efficient and effective service delivery channels to serve current and future members and to oversee the implementation of member education programs as well as maintain an effective mechanism to understand member needs and ensure the membership’s voice is integrated in governance and operations. The board determines the experience, education and competencies required for Directors to be effective members on the committee and assigns directors accordingly. Technology Committee (5 Directors and Board President) The Technology Committee (TC) is tasked with providing Governance (i.e., guidance, direction, oversight, approval and control) to Innovation Credit Union’s (ICU) technology strategy, structure, platforms, investments (including outsourcing), information systems and security. The board determines the experience, education and competencies required for Directors to be effective members on the committee and assigns directors accordingly.

6 Nomination and Election Process In 2021, there will be four (4) positions available. Two in District 1 and two in District 2 which is defined by the following geographic area:

District 1 – communities of North , Battleford, Glaslyn, , Leoville, Medstead, , Shell Lake, Wilkie, Meadow Lake, , Cut Knife, Goodsoil, Pierceland and the Business Areas historically or traditionally served by the branches in that District.

District 2 – communities of , Hazlet, , Pennant, , , Coderre, Shamrock, Cabri, Gull Lake, Frontier, Climax, Lancer, Sceptre, , and the Business Areas historically or traditionally served by the branches in that area.

The candidates who receives the greatest number of votes will be declared elected. Nomination Process Each year the Board of Directors select the schedule for the Call for Nomination. For 2021, the Call for Nominations will run from Feb. 1, 2021 to Feb. 19, 2021. Each person looking to run for a position on the board will be required to complete the Nomination/Candidate Application as well as have five (5) members complete the Nominee Endorsement document. Desired Skills/Expertise Annually, the Board determines the skills and experience required to further strengthen the board as a whole. This gap assessment is established following director skills inventory assessment that is conducted annually. Candidates for election will ideally be able to contribute insight and innovation, provide diversity of thought and experiences, and demonstrate an understanding of governance norms while at the board table. Any Innovation member who meets the minimum requirements to run for election, as stated in our bylaws, is welcome to put their name forward. Innovation Credit Union believes in diversity and values the benefits that diversity can bring to its Board. Innovation seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of expertise, cooperative philosophy, experience, skills and backgrounds, including a Board in which each gender represents at least 30% of directors. Entering this election, Innovation is at risk of violating this principle with only a guarantee of 3 of 12 (25%) Directors being female. The Governance Committee is actively seeking qualified female candidates. Reflecting Innovation’s strategic plan, in 2021, the Board is seeking individuals with the following experience:

• Information Technology: This includes having a strong background in information technology or having held senior positions in a company that has undergone a significant technological transformation. It also includes having the knowledge and ability to:

• Direct and govern technology strategy development, • Conduct organizational planning and investment to maximize the competitive use of technology to enhance performance levels at all levels of organization, • Make quality judgements and decisions on business technology and data use, and • Oversee technology risk.

• Financial Industry Knowledge: This includes having knowledge of specific areas of business that are especially important for financial institutions. It also includes having the knowledge and ability to:

• Continuously monitor the marketplace and understand members’ needs and perspectives. • Consider and understand the inter-dependent issues in the macro economy such as regulation, delivery system, asset protection and return on capital. • Experience within the regulatory environment of financial institutions.

7 • Financial Literacy: The understanding of financial reports and statements, accounting standards and related legislative requirements in order to effectively oversee the financial performance, controls and conditions of the credit unions. It also includes:

• Having the ability to understand, probe, question and seek assurances from management and auditors (external and internal) that the financial statements present fairly the financial position of the credit union. • Being confident in the ability to understand the results of operations, and that the credit union has adequate capital for the risk profile and to achieve the strategic plan. • Having familiarity with portfolio management, financial instruments, and budget processes.

• Other Areas of Expertise: In aaddition to the above noted qualifications and competencies, Directors must be committed to personal and professional development as described in the Director Development Guide. The Committee is seeking education and expertise related to agriculture. Nomination Forms Candidate Application Click Here

Persons nominated to serve on the board will be made aware of the eligibility requirements prior to accepting the nomination, and every nominee for the position of director must confirm in writing to the board that they are eligible to be a director pursuant to this policy.

Qualifications for a director as set out by the Act - No person is eligible to be a director who:

(a) is less than 18 years of age; (b) is of unsound mind and has been found by any court in Saskatchewan or elsewhere to be of unsound mind; (c) is not an individual; (d) in the case of a director elected or appointed by members, is not a member of the credit union; (e)is an employee of the credit union or of CUDGC; (f) has been convicted in the preceding five years of a criminal offence that is punishable by a term of imprisonments of five years or more of an offence against this Act; (g) has the status of a bankrupt; (h) Is a professional adviser to the credit union.

Qualifications for a director as set out in the Bylaws (click here to view bylaws) – Each nominee and Director shall:

(a) Have been a member of the Credit Union for a minimum of one (1) year as at the Closing Date for Nominations; (b) Must not have loans or credit in arrears with a Credit Union or other financial organization, and must not be named as a judgment debtor in any legal action for debt; (c) Must not be or have been involved in any legal proceedings against the Credit Union or in dealings with any Credit Union that has caused a financial loss, either as an individual or in an ownership capacity with any group or organization; (d) Not be a spouse of a person involved in legal proceedings against the Credit Union or any of its affiliates or subsidiaries; (e) Must not be a board member or employee of a business selling competitive products and/or services except as a representative of Innovation Credit Union; (f) Must be prepared to use the Credit Union as his/her Primary Financial Institution; (g) Not be a spouse of a Key Management Person of the Credit Union. (h) Must reside in a Business Area primarily served by the Credit Union.

Interested Candidates must complete the candidate application and receive endorsement from five current members of Innovation Credit Union. 8 Important Dates Feb. 1 – Feb. 19, 2021 Call for Nominations

Feb. 19 – April 16, 2021 Confirm candidates meet minimum requirements; complete self-assessments on competencies, prepare profile to understand skills compared to “ideal”.

Mar. 2 – Mar. 12, 2021 Candidate Videos prepared for election site and posters

Mar. 29 – April 15, 2021 Election – online and in branch (as required)

Apr. 22, 2021 Virtual Annual General Meeting (AGM). Election resluts announced.

Completed Nomination packages can be submitted by email to: [email protected] or [email protected]

Completed nomination packages along with Nominee endorsements must be received by 4:00 p.m. on Friday, February 19, 2021.

9