Make a difference! Board of Directors Nomination Package Contents Introduction .............................................................................................................................................................2 Federal Continuance ..........................................................................................................................................2 About Innovation Credit Union – 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 Saskatchewan (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 financial services 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