Metro Credit Union Board of Directors

BOARD CANDIDATE INFORMATION KIT2012 ELECTIONS TABLE OF CONTENTSSection PageLetter from the Chair of the Nominating Committee 2Nomination and Election Process and Timing 3Director Eligibility Information Overview 4Important Information for Board Candidates in the 2012 Election 6Board Candidate Eligibility Requirements 7Director Qualifications 9Election Campaign Policy 10The Philosophy of Credit Unions 12Instructions 13Form - Official Nomination – Board of Directors 14Form - Areas of Expertise / Experience Assessment 15Form - Skill / Capability Assessment 162 Form – Board Summary Candidate Information 173 Dear Prospective Board Candidate:Thank you for your interest in becoming a director of Alterna Savings. The Board elections will take place at our Annual General Meeting (AGM) on April 16, 2012 at 6:00 p.m., at the Ottawa Conference Centre with simultaneous coverage at the Metro Toronto Convention Centre, Constitution Hall. This kit contains the Official Nomination Form, provides information about the nomination process, candidate eligibility criteria, Alterna Savings Election Campaign Policy and general information about Alterna Savings and credit unions. More information on Alterna Savings is available at www.alterna.ca.To assist those who are interested in considering candidacy, the Board appoints a Nominating Committee each year. The Committee’s role is to ensure the members are fully informed of the election process; to consider the desired skills and capabilities of candidates and of the Board as a whole; to recruit qualified candidates and to bring forward a sufficient number of candidates to ensure that an election takes place.The Board of Directors has tasked the Nominating Committee to assess not only that all the candidates meet the minimum qualifications in place, but also which candidates can be 'recommended' to the membership as meeting the criteria of skills, knowledge, experience and attributes required of a director of Alterna Savings and Alterna Bank. A recommendation from the Nominating Committee will be based on the information received from the candidates through their assessment interviews and written materials as well as a gap analysis of the Board's skills, knowledge and experience. The recommendation from the Committee will be according to the following three categories: “Recommended”, “Meets Requirements” or “Does not Meet Requirements and Therefore is not Recommended.”If you have any questions about the enclosed information, you may speak with Madeleine Brillant, our Vice President Corporate Affairs, at 613-560-0850 or by email at [email protected]. Or if you wish to speak with me directly, please leave a message with Madeleine and I will get back to you as soon as possible. Yours truly,Ian Bennett Chair Nominating Committee 4 Nomination and Election Process and Timing5 Candidates should ensure they are available on: Date January 9, 10 & 11 / January 24 & 26 / April 16, 2012 1. Information session for interested Board candidates Monday, November Held via video conferencing between 402 Albert Street and 165 7, 2011 Attwell Drive 2. Deadline to submit the Official Nomination Form and other Tuesday, December required material 13, 2011 at noon EST 3. Interviews of candidates by Nominating Committee Monday, Tuesday or Held via video conferencing between 402 Albert Street and 165 Wednesday, Attwell Drive January 9, 10 or 11, 2012 4. Nominating Committee determines which candidates are By Friday, January recommended and informs each candidate of the decision 20, 2012 5. Candidates have their photograph taken and record their video Tuesday, January (maximum of 2 minutes) at 402 Albert Street, Ottawa, or 165 24, 2012 Attwell Drive, Toronto (Ottawa) and Thursday, January 26, 2012 (Toronto) 6. The following is posted on Alterna’s website and is available in February 22, 2012 the branches:  Notice of Annual Meeting  Nominating Committee Report with recommendation of candidates  Each candidate’s photograph, video, printed biography and contribution statement  Candidate Summary Information Chart 7. In branch and electronic vote begins March 1, 2012 8. In branch and electronic vote ends April 12, 2012 9. Annual General Meeting April 16, 2012  Each candidate makes a 2 minute speech  The results of the election are announced 10. The Nominating Committee asks each candidate to respond to By end of April 2012 a questionnaire about their experience and any suggestions for improvements 11. The Nominating Committee calls each unsuccessful candidate By end of April 20126 for a debriefing.7 DIRECTOR ELIGILIBILITY INFORMATION OVERVIEWAlterna Savings’ Nominating Committee is expected to:  Ensure that there is a fair, open and transparent process;  Check that candidates are eligible;  Conduct a skill gap analysis of the current Board and identify the skills, qualifications and expertise that are priorities for the election;  Interview all eligible candidates in order to assess their skills, expertise and qualifications;  Recommend those candidates who meet the individual director qualifications and who will add value to the Board as a whole;  Advise candidates after the interviews whether or not they will be recommended.What Alterna is Looking for in 2012 This year, the Nominating Committee has determined that the following criteria will be priorities in determining those candidates who will be recommended to the membership: 1. Demonstrates financial literacy ((i.e. able to read and understand financial statements and financial reports, and assess the implications of these documents); 2. Has experience serving on boards or committees of organizations that have large budgets and make complex decisions; 3. Is an expert or is very competent in one or more of the following areas: a) Financial Expertise (CA, CGA, CPA, CMA, CFA or CIA) b) Corporate social responsibility c) HR/Executive compensation d) Other Cooperatives than credit unions Alterna, as an organization, promotes diversity.Note: A candidate who is not recommended for election by the Nominating Committee is provided with the opportunity to withdraw his/her candidacy or to pursue the process and run for election. The ultimate decision about whether to run for election rests with the individual. The ultimate determination of who will be elected as a director rests with the members.To be eligible as a Director of Alterna Savings, candidates must: • be 18 years of age or older; • be a member for more than one year; • be eligible as described in section 92(1) of the Credit Unions and Caisses Populaires Act and section 4.02 of Alterna’s By-law; • be a member in good standing;8 • be a Canadian citizen, or a person lawfully admitted to Canada for permanent residency who is ordinarily a resident in Canada; • pass both a credit and a criminal records check; • be free of any conflict of interest that would result in an inability to fulfill the responsibilities of a Director of Alterna Savings; • submit the Official Nomination Form and other required materials by the date and time specified.The full requirements are outlined on pages 7 and 8.Alterna Savings believes that a Director should have the following skills/capabilities: 1. Ability to devote sufficient time and energy to the performance of their duties as a Director; 2. Willingness to assume the responsibilities associated with being a Director; 3. Demonstrated integrity, high ethical standards and respect of privacy and confidentiality; 4. Ability to recognize and assess business risks and strategic opportunities; 5. Ability to distinguish between the Board’s role and Management’s role; 6. Demonstrated ability to think, act and speak independently and with conviction and confidence; 7. Good oral and written communication skills; 8. Ability to conceptualize and think strategically; 9. Good problem solving and interpersonal skills; 10.Access to a computer, printer and the internet;9 IMPORTANT INFORMATION FOR BOARD CANDIDATES IN THE 2012 ELECTIONPositions Available This year, members will be electing candidates to fill five positions. Four positions will be elected for a three-year term and one position will be elected for a one-year term. Board Structure and Process The Board currently has five standing committees: a Governance Committee; a Finance and Audit Committee; a Member Relations Committee; a Human Resources Committee and a Nominating Committee. Our website at www.alterna.ca provides more information on the role of each Committee.Time Commitment Below is an estimate of the amount of time necessary to fulfill your role as a Director. Each director is expected to prepare for and attend Board meetings and to sit on at least two of the Board Committees. In addition, Board members are expected to attend two Board Retreats, in the Spring and in the Fall. Candidates should expect to dedicate 4 to 6 hours per week to Alterna business during their first year.Item Minimum Estimated Time (not including travel)Board meeting There are approx. 6 Board meetings per year. Board meetings can last between 4 and 6 hours per meeting. They take place during the day. The meetings are held either through videoconferencing between 400 Albert Street, Ottawa, and 165 Attwell Drive, Toronto; or in person at these locations, alternating between Ottawa and Toronto. Read Board package 4 – 8 hours per meeting Committee 1-2 evening per quarter per Committee – from 6:30 p.m. to 10:00 p.m. approx. Read Committee package 4 – 8 hours per meeting Board planning sessions Spring: 1 weekend per year, starting Friday morning (10:00 a.m.) and ending Saturday at 4:00 p.m. Fall: one full day Electronic meetings E-meetings: Number varies - 1 to 5 per quarter Directors should make every effort to monitor their e-mail daily during the work week. Training and development, Directors are expected to attend education/training sessions and community involvement participate in community activities. The Board has set up four dates per year for education/training sessions.Remuneration10 Directors receive a $8,000 annual honorarium (paid quarterly) and $325 per half day meeting (up to six hours) that they attend. These payments are taxable as personal income. 11 BOARD CANDIDATE ELIGIBILITY REQUIREMENTSTo serve as a Director of Alterna Savings, you must:  be 18 years of age or older.  be a member for more than one year1,  be a member in good standing,  not be an employee of Alterna or a former employee of Alterna for at least one year,  not be involved in a lawsuit against Alterna, and  be a Canadian citizen, or a person lawfully admitted to Canada for permanent residency who is ordinarily a resident in Canada.In addition, the following people are disqualified by the Ontario Credit Unions and Caisses Populaires Act (Section 92(1)): 1. One whose membership in any credit union has been terminated, other than voluntarily. 2. One who a court has decided is of unsound mind. 3. One who is an undischarged bankrupt or who has been discharged as a bankrupt in the 5 years preceding the date on which she or he may be elected as a director. 4. One who is unable to obtain a bond of an insurer licensed under the Insurance Act to write surety and fidelity insurance. 5. One who is more than 90 days in arrears in the payment of a debt owed to the credit union unless the credit union has agreed to extend the time for repayment. 6. One who is listed as a person within the meaning of the United Nations Suppression of Terrorism Regulations under the United Nations Act (Canada). 7. One who has been convicted, in the five years preceding the date on which he or she may be elected as a director, of an offence as described in section 92 (3) of the Credit Unions and Caisses Populaires Act2 and who has not received a pardon for the offence. 8. One whose membership in a professional association has been terminated, in the five years preceding the date on which he or she may be elected as director, for professional misconduct. 9. An employee of the credit union or a league in which the credit union is a member, or his or her spouse, parent or child.1 You have to have been a member in good standing since December 13, 2010 2 The Credit Unions and Caisses Populaires Act can be accessed at www.e-laws.gov.on.ca12 10.A professional advisor who provides services to the credit union in his or her professional capacity or who has provided such services in the three years preceding the date on which he or she may be elected as a director. 11.An employee of the Deposit Insurance Corporation of Ontario (“Corporation”). 12.A public servant employed under Part III of the Public Service of Ontario Act, 2006 whose employment duties include regulating credit unions. 13.One who has not met the training requirements or qualifications for directors established by the credit union3. 14.One who has not met any reasonable condition or qualification set out in the by- laws of the credit union.The Credit Unions and Caisses Populaires Act also requires Board candidates to disclose if they are a party to a material contract or proposed material contract with the credit union. You must include the disclosure with your submission if you: a) Are a party to a material contract or proposed material contract with the credit union; b) Are a director or an officer of an entity that is a party to a material contract or proposed material contract with the credit union; c) Have a material interest in a person who is a party to a material contract or proposed material contract with the credit union; or d) Are a spouse, parent or child of an individual who is a party to a material contract or proposed material contract with the credit union.3 The Deposit Insurance Corporation of Ontario (“DICO”) is developing a Guideline on Director Training and Qualifications. Although the final requirements are not yet set, Board candidates are advised that a significant investment of time may be required, especially during their first year, to achieve the required training and get to the desired level of qualifications. More information will be provided to Board candidates once the requirements are established by DICO.13 DIRECTOR QUALIFICATIONSThe Board of Alterna Savings has adopted a policy as it relates to its expectations regarding the qualifications of individual Directors and the Board as a whole.Throughout their tenure, all Directors must meet the legal qualifications for Directors set out in the Credit Unions and Caisses Populaires Act and in the By-law of Alterna Savings. Alterna expects each Director to meet certain individual qualifications and the Board as a whole to possess knowledge and experience relevant to its mandate and operations. In general, Directors shall have the ability to act in the best interest of the Credit Union as a whole, and independently of any particular interest arising as a result of any previous, existing or future relationship with the Credit Union, its members, or suppliers. Board members must have the ability 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 policies.The Board of Directors as a whole shall be broadly representative of its membership.As a group, the Directors shall possess knowledge and experience relevant to Alterna’s mandate and operations.Alterna Savings is a large and complex credit union. In fulfilling its fiduciary and duty of care responsibilities on behalf of the members, the Board of Directors provides oversight, due diligence, and strategic direction. It is essential that the directors, collectively, have the skills, qualifications, and expertise to carry out these responsibilities.As well as having the required skill, knowledge and experience, the Board of Directors believes that it should, to whatever extent possible, reflect the diversity of the demographic make-up of the communities and membership that would provide for an ideal complement of gender, culture and communities served.14 ELECTION CAMPAIGN POLICY4The Board of Directors determines the method and the manner in which candidates are permitted to campaign for election. Non-compliance with the following policy may result in a candidate’s disqualification, if the Nominating Committee so determines. 1.0 EFFECTIVE DATE OF THE POLICYThis policy takes effect as of the date that the candidate submits his/her nomination papers.2.0 CANDIDATE INFORMATION PROVIDED TO MEMBERSThe Nominating Committee ensures that the following information about each candidate is made available to members through its website, in branches and at the Annual General Meeting, in English and French:2.1 Picture – Alterna shall arrange to have the candidate’s picture taken and posted to the Alterna website at its own expense2.2 Biography – As submitted by the candidate, according to the requirements outlined in the Board Candidate Information Kit. Alterna shall translate the candidate’s biography as required. 2.3 Contribution Statement – As submitted by the candidate, according to the requirements outlined in the Board Candidate Information Kit. Alterna shall translate the candidate’s contribution statement as required. 2.4 Video – Alterna shall arrange to have a video recorded by each candidate at its own expense.2.5 Speech at AGM - Each candidate is provided with the opportunity to address members at the Annual General Meeting.The Nominating Committee‘s Report shall inform the members as to which candidates are recommended to become a Director. The Report shall precede the candidate information made available on-line and at the branches, and in the AGM package.In addition, candidates may notify their friends, colleagues, acquaintances and networks of their candidacy, and may ‘work the room’ prior to the start of the Annual General Meeting. 4 Approved by the Board of Directors on June 22, 201115 3.0 CAMPAIGNING RULESThe Board of Directors believes that the above measures provide the opportunity for candidates to campaign in a fair, open and transparent manner. Campaigning activities beyond the above are strictly prohibited. For more clarity, these include but are not limited to:  No candidate shall interfere with the duties or seek assistance from any employee of Alterna or any member of the Nominating Committee in connection with the election.  Candidates shall not campaign on Alterna premises or interfere with nor impede any members of Alterna.4.0NON-ADHERENCE TO THE POLICYNon-adherence to the Election Campaign Policy may result in a candidate’s disqualification. If disqualified, within 24 hours, the Nominating Committee shall give written notice of such disqualification to the candidate and the notice shall specify the reason(s) for the disqualification. 4.1Impact of Candidate DisqualificationOnce a candidate has been disqualified, no vote cast in favour of this candidate shall be counted in the tally of ballots, but the ballots shall not otherwise deemed to be void.4.2ClarificationCandidates who are unsure of the intent of any part of this policy shall contact the Chair of the Nominating Committee for clarification.4.3DisputeAny dispute regarding interpretation, application or alleged violation of this policy shall be dealt with by the Nominating Committee. The decision of the Nominating Committee shall be final, non appealable and binding.5.0 ROLES AND RESPONSIBILITIESThe Board of Directors of Alterna Savings is responsible, through the Nominating and Governance Committees, to review this policy annually.16 THE PHILOSOPHY OF CREDIT UNIONS5Credit unions are based on a philosophy of co-operation, equality, equity and mutual self- help. DEMOCRATIC STRUCTUREOpen and Voluntary MembershipMembership in a credit union is voluntary and open to all within the accepted common bond of association that can make use of its services and are willing to accept the responsibilities of membership. Democratic ControlCredit union members enjoy one vote (one member, one vote) and participate in decisions affecting the credit union, without regard to the amount of their savings or deposits at the credit union.Non-DiscriminationCredit unions are non-discriminatory in relation to race, nationality, sex, sexual orientation, religion or politics.SERVICE TO MEMBERSDistribution to MembersThe surplus arising out of the operations of the credit union after ensuring appropriate reserve levels and after payment of dividends belongs to and benefits all members with no member or group of members benefiting to the detriment of others. This surplus may be distributed among members in proportion to their transactions with the credit union as interest or patronage refunds, or directed to improved or additional services required by members.CREDIT UNION STRUCTUREA credit union is a co-operative organization, which means each member has an equal vote in electing directors to the Board.This democratic structure ensures that the business is run for the benefit of the member- owners and not for the profit of outside investors. 5 More information can be found at www.woccu.org17 18 INSTRUCTIONSCandidates should return the Official Nomination Form page 14), the Areas of Expertise/Experience Assessment (page 15), the Skill/Capability Assessment Form (page 16) and the Summary Board Candidate Information (page 17). Candidates should also submit a short biography (strict maximum of 300 words) and a statement indicating the contribution they would make to the Board (strict maximum of 300 words) for inclusion in the information packages to be posted on Alterna Savings’ Internet site, to be available at branches and to be distributed to all members attending the AGM6. As these documents will be translated into French by Alterna Savings, they must be provided in Word format to facilitate the translation process.Candidates who meet the minimum requirements will be invited to an interview with the Nominating Committee, to take place on January 9, 10 or 11, 2012. Candidates should expect to be questioned on their areas of expertise and experience (see page 15) and on their skills/capabilities (see page 16) at the interview.Each candidate will be given the opportunity to have a photograph taken and to record a video (up to a maximum of two minutes) for members voting in advance of the AGM of Alterna Savings. Further, candidates are expected to make a short speech (maximum of two minutes) at the AGM. On-line voting takes place prior to the AGM. Members who wish to vote in person can do so at the AGM.The deadline for receipt of your Nomination Form, Biography, and Contribution Statement is Tuesday, DECEMBER 13, 2011 at 12:00 noon eastern standard time. Your material may be sent by the following methods:  handed in at any Alterna Savings branch  faxed to 613-560-0177 to the attention of Madeleine Brillant  e-mailed to [email protected]  mailed to: Madeleine Brillant Vice President Corporate Affairs Alterna Savings 400 Albert Street Ottawa, ON K1R 5B2.6 By signing the Official Nomination Form, you agree that your summary information, biography and contribution statement will be posted on Alterna Savings’ Internet site, made available at branches, and distributed to members at the AGM.19 No matter which method of delivery is used, it must be received by 12:00 Noon Eastern Standard Time on Tuesday, December 13, 2011. This is a firm deadline and there will be no extension and no exception.20 OFFICIAL NOMINATION FORM - BOARD OF DIRECTORS 2012 ELECTIONSEach Board candidacy must be supported by two other members using this form. As members of Alterna Savings, we are pleased to nominate:(Print candidate’s name) to stand for election to the Board at the 2012 Annual Meeting of Alterna Savings.Nominator Name7 Signature of Nominator Member # 1.2.Acceptance of NominationI accept this nomination as a candidate for election to the Alterna Savings Board.Signature of Candidate8 Member Number DateCandidate Information:E-mail address: ______Telephone (day): ______Telephone (evening): ______Included with this Nomination Form are the following documents:Completed Areas of Expertise/Experience Assessment (page 15) _____ Completed Skill/Capability Assessment (page 16) _____ Completed Board Candidate Summary Information (page 17) (please submit in Word format) _____7 The Alterna Savings Board members and employees are members and they can nominate candidates 8 By signing this form, you declare that you meet the Board Candidate Eligibility Requirements outlined on page 7 of this document and agree to submit to a credit and criminal record check. You also agree to respect the requirements of the Election Campaign Policy outlined on page 10. 21 Biography (maximum 300 words) (please submit in Word format) _____ Contribution statement (maximum 300 words) (please submit in Word format) _____22 AREAS OF EXPERTISE / EXPERIENCE ASSESSMENTName: ______Please indicate your area(s) of expertise/experience by indicating E (expert), V (very competent), K (knowledgeable) and NA (Not Applicable) next to the applicable items within the following list. See below for definitions of E, V, K and NA.Rating 1. Financial expertise (CA, CGA, CPA, CMA, CFA or CIA) 2. Senior and/or Upper Middle Management experience 3. Entrepreneurial and or Self-employment experience 4. Legal 5. Information technology planning and implementation 6. Enterprise-wide risk management 7. Community economic development 8. Credit union or other co-operative experience 9. Corporate social responsibility 10.Mergers and acquisitions 11.Regulatory environment 12.Strategic planning 13. HR/executive compensation expertise or experience 14. Marketing Experience 15. Change management 16. Other area of expertise/experience. Please specify:Definitions: Expert: You possess a degree/diploma/certificate in a skill area and/or have work experience in that same area. Very Competent: You have direct, successful experience in an area as part of your work or volunteer activities. Knowledgeable: You possess knowledge of the basic fundamentals and concepts that are encountered in this skill area. Not Applicable: The area of expertise/experience does not apply to you.23 The Nominating Committee has determined, through a gap analysis, that the areas of expertise/experience in bold text are particularly important for 2012.SKILL / CAPABILITY ASSESSMENTName: ______Alterna Savings expects that each Director will bring to the Board a certain level of knowledge and experience, demonstrate certain attributes, and adhere to certain principles. The following questions will help you to assess the extent to which you meet these expectations. Please indicate yes or no in the space provided.1. Do you meet the Board Candidate Eligibility Requirements? (see page 7) ____ 2. To the best of your knowledge, are you free of any conflict of interest? (e.g. you can’t be an employee of Alterna Savings or Alterna Bank or of its regulators, you can’t be an employee or a Director of a competing financial ____ institution.) 3. Are you financially literate (i.e. able to read and understand financial statements and financial reports, and assess the implications of these ____ documents?) 4. Do you have experience serving on boards or committees of organizations that have large budgets and make complex decisions? Please list: ______5. Do you have experience as the Chair of a Board or a Committee that follows a formal ‘Rules of Order’ format? ____ 6. Can you recognize and assess business risks and strategic opportunities? 7. Do you have experience demonstrating that you can conceptualize and think strategically and that you possess good problem solving and interpersonal ____ skills? ____ 8. Do you demonstrate the ability to think, act and speak independently and with conviction and confidence? ____ 9. Do you have sufficient time and energy to devote to the performance of duties as a member of the Board of Directors (see page 6)? ____ 10.Do you have good oral and written communication skills? 11.In your personal and professional dealings, do you demonstrate integrity, high ____ ethical standards and respect of privacy and confidentiality?24 12.Are you willing to assume the responsibilities associated with the role of Director? ____ 13.Do you have a computer, printer and access to the Internet and do you have the ability to operate them? ____BOARD CANDIDATE SUMMARY INFORMATIONAlterna Savings intends to publish on its website summary information about each candidate. This will assist our members in making a selection of their preferred candidates.Name3 words that best describe  you   Please restrict the information within each box below to a maximum of 20 words Education/Professional  Designation   Governance experience  Participation on other  Boards  Co-operative experience    Professional experience /  Work history   Specialized expertise   25  Community involvement    26

Metro Credit Union Board of Directors

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