2021 Nominations and Election Package Table of Contents
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2021 Nominations and Election Package Table of Contents Introduction ......................................................................................................................................................................................................... 2 Important 2021 election information ......................................................................................................................................................... 3 Process overview ................................................................................................................................................................................................ 4 The process in detail .......................................................................................................................................................................................... 5 What the board is looking for in a director: 2021 ................................................................................................................................ 10 Appendix A: Director Role Profile .............................................................................................................................................................. 13 Appendix B: Board Role Profile ................................................................................................................................................................... 18 Appendix C: About First West Credit Union ........................................................................................................................................... 20 Introduction Becoming a credit union director is a big step — and a big responsibility. While management is responsible for the day- to-day operation of the credit union, the board of directors bears fiduciary responsibility, protecting members’ rights and financial assets and setting the credit union’s risk appetite. Directors shape the organization’s strategic direction and ensure appropriate processes and controls are in place to identify, manage and monitor applicable risks. It’s a job that demands a significant investment in time, energy and expertise. This document provides information for any First West Credit Union member interested in seeking nomination for election to the board of directors. If, after reading this document and its appendices, you have any questions or concerns about the nominations and election process contact: Leslie Castellani Corporate Secretary [email protected] Page 2 Important 2021 election information Nominations Task Force As directed by the First West board’s Governance and Nominations Committee, the nominations and election process for the 2021 election is being conducted by the Nominations Task Force. This task force is composed of three members of the Governance and Nominations Committee and two at-large, non-director members drawn from First West’s membership. In addition, the task force is supported by an independent consultant from WATSON Advisors Inc. who may conduct candidate interviews, contact references and provide insights for the task force’s consideration. What the board is looking for in 2021 Each year First West’s board of directors determines the attributes it is seeking in candidates to strengthen the board. For 2021 the board is seeking candidates with the following skills and experience: • Financial services • Risk management • Business growth and transformation • People and culture • Real estate lending and/or development The above five attributes will be prioritized with secondary focus on the following attributes: • Financial accounting and audit • Entrepreneurial leadership • Treasury • Law Possession of director accreditation, such as ICD.D, C.Dir or other designation, would be considered an asset. Equity, Diversity and Inclusion First West’s board has identified equity, diversity and inclusion as essential elements in attracting high-calibre directors and maintaining a high-functioning board and business. In accordance with First West’s Board Equity, Diversity and Inclusion Policy, and recognizing that competence is paramount, the board is particularly seeking expressions of interest from well-qualified candidates who are from historically underrepresented groups, including women, people with disabilities, and Black, Indigenous and People of Colour. For more information refer to the Board Equity, Inclusion and Diversity Policy available on the First West website. For detailed information on what the First West board is looking for in 2021, refer to page 10 of this package. Available seats in 2021 Four directors will end their current term at the conclusion of the 2021 Annual General Meeting (AGM) and all four are eligible to stand for re-election. As at December 14, 2020 one director has confirmed they will not be seeking re-election. Furthermore, there is currently a vacancy on the board owing to a director resigning to assume political office as a result of the 2020 provincial election. This seat will be filled as a two-year term and will expire at the conclusion of the 2023 AGM. The four three-year positions will be filled first based on the number of votes cast. The candidates who receive the four highest number of votes will assume the three-year term positions, and the candidate who receives the fifth highest number of votes will be elected to fill the two-year term. In the event two candidates receive the same number of votes (the candidates with the fourth and fifth highest number of votes of those elected), their respective terms will be determined by lot. Page 3 Available seats in 2021 continued Should directors be declared by acclamation, the chair of the nominating committee shall either determine the respective terms of the persons so elected or direct that the terms be determined by lot. As such, there will be at least two new directors elected in 2021 who will assume their role as a director at the conclusion of the 2021 Annual General Meeting. Finally, for 2021 the board has determined the five seats available have been designated at- large, meaning the directors elected may reside anywhere in British Columbia. Process overview The nominations and election process is complex and spans several months. The table below lists the key dates and events that occur during the process, along with the actions prospective candidates should take and references to further information on each step that is included in this document. 2020 - 2021 First West Event Candidate Action Related Materials Dates Access the candidate application Posted on the First West, Enderby & Dec 14 Nominations open form posted on any of First West’s District Financial, Envision Financial, websites Island Savings and Valley First websites Learn more about the process Candidate information Jan 14 at webinar information session Candidate information session Page 5 session (time TBD) Submit the candidate application Nominations close - form, all required materials, and deadline to submit the candidate application form Jan 19 ensure the five members in good candidate application and nomination forms standing have submitted their all nomination forms nomination forms Attend mandatory interview with Feb 9 to Candidate interviews with the Nominations Task Force Review of nominations and candidate Feb 10 Nominations Task Force interviews Page 6 Location: TBD No action necessary - candidates will be notified of their Feb 10 Endorsement meeting Endorsement process overview Page 7 endorsement status following the meeting Campaign information Page 7 Campaigning and voting Campaign as permitted by the April 1 to 30 period campaign guidelines. Voting period information Page 9 Candidates will be informed of the election results before the Annual General Meeting - May 12 meeting - both successful and Election results information Page 9 election results announced unsuccessful candidates are invited to attend the AGM (online) Page 4 The process in detail Beginning of the nominations period Before you can stand for election to the First West board of directors, you must be nominated by other First West members who believe you have the competencies, skills and experience necessary to oversee the credit union’s operations on behalf of the membership. In keeping with the First West Credit Union Rules, the period during which the board’s Nominations Task Force will accept nominations must begin at least 90 days before the credit union’s annual general meeting and continue for at least 30 days. In 2021, the nominations period will begin on December 14, 2020 and continue until 5 p.m., January 19, 2021. Submission of intention to stand for election If you are interested in standing for election, review this document thoroughly to ensure you understand what is required of a First West director and what competencies, skills and experience the board is specifically looking for this year. Once you have finished that review, complete and submit the candidate pplication form by 5 p.m., January 19, 2021. You will also be asked to submit a candidate statement, photograph and three references. We will work with you to produce a video to support your candidacy. Why does the Nominations Task Force ask for so much information? One of the Nominations Task Force’s most important jobs is to determine whether members are eligible to stand for election as directors, and then to decide whether candidates should be endorsed as having the competencies, skills and experience sought by the board. (More