Charter of the Board of Directors

Mandate

The business and affairs of the Accord Financial Corp. (the “Company”) shall be managed and controlled by or under the direction of its Board of Directors (the “Board”). The Board shall promote the best interests of the Company’s shareholders through an increase in corporate profits and the creation and enhancement of shareholder value.

The role of the Board shall have two fundamental elements: decision-making and oversight. The decision-making function shall be exercised with respect to the formulation with management of fundamental policies and strategic goals and through the approval of certain significant actions; the oversight function concerns the review of management decisions, the adequacy of systems and controls and the implementation of policies.

The Board of Directors shall establish formal delegations of authority, defining the limits of management’s power and authority and delegating to management certain powers to manage the business of the Company. The delegations of authority shall conform to statutory limitations specifying responsibilities of the Board that cannot be delegated to management.  Any responsibilities not delegated to management remain with the Board and its committees.

Duties

The Board is responsible for the following matters:

Strategic planning process
• Supervising the formulation of the strategic direction, plans and priorities of the Company
• Monitoring implementation and effectiveness of the approved strategic and operating plans
• Reviewing and approving the corporate financial goals and operating plans and actions of the Company, including capital allocations, expenditures and transactions which exceed threshold amounts set by the Board
• Approving major business decisions including acquisitions and divestitures

Identification and management of risks
• Ensuring that processes are in place to identify the principal risks of the Company’s business
• Reviewing the systems that are implemented by management to manage those risks
• Reviewing the processes that ensure respect for and compliance with applicable regulatory, corporate, securities and other legal requirements
• Reviewing and approving applications for credit and loans and investments above threshold amounts

Succession planning and evaluation of management performance
• Supervising the succession planning processes of the Company, including the selection, appointment, development, evaluation and compensation of the Chairman of the Board, the President and the top management team

Oversight of communications and public disclosure
• Assessing the effectiveness of the Company’s communications policy
• Overseeing establishment of processes for accurate, timely and full public disclosure
• Reviewing due diligence processes and controls in connection with certification of the Company’s financial statements

Internal controls
• Reviewing the effectiveness of the Company’s internal controls and the Company’s management information systems
• Reviewing the Company’s financial statements and overseeing its compliance with applicable audit, accounting and reporting requirements
• Declaration of dividends, and approval of capital allocations, expenditures and transactions which exceed threshold amounts set by the Board

Governance
• Establishing appropriate structures and procedures to allow the Board to function independently of management
• Establishing Board committees and defining their mandates to assist the Board in carrying out its roles and responsibilities
• Undertaking regular evaluation of the Board, its committees and its members, and reviewing its composition with a view to the effectiveness and independence of the Board and its members

Board Composition and Appointment

The Board shall comprise seven Directors. The number of Directors can be changed from time to time by way of a special resolution of shareholders or
by way of a majority vote of the Board pursuant to authority granted to the Board by the Company’s shareholders. A majority of the Board shall be unrelated and independent, as defined by instrument from time to time. All members of the Board’s Audit Committee and the Compensation Committee shall be independent. 

Each member of the Board shall serve for a term of approximately one year, namely, until the next Annual Meeting of Shareholders after their appointment. There is no limit on the number of terms that a Director may serve. There is no mandatory retirement age.

Each member of the Board shall be a person of integrity, with significant accomplishments and recognized business stature, who will bring a variety of perspectives to the Board. In determining the composition of the Board, consideration shall also be given to the overall mix of skill, experience, independence, stature and diversity of background likely to make the Board, as a body, effective in overseeing and monitoring the performance of the Company and contributing to its success. The Board shall review its membership, both individually and as a body, on a regular basis to assure that it meets these criteria. The Board shall assess and review each year the appropriate qualifications required of any new members of the Board based upon the composition of the current Board and any other skills, experience or characteristics needed or desired.

Directors selected must be able to commit the requisite time for preparation and attendance at regularly scheduled meetings of the Board and his or her assigned Committee(s), as well as be able to devote time and attention to other matters deemed necessary for good corporate governance. Each member of the Board is expected to become familiar with the Company’s business, including the economic and competitive environment in which it operates. Accordingly, each member of the Board of Directors should develop a basic understanding of: (a) the principal operational, financial and other plans, strategies and objectives of the Company, (b) the results of operations and financial condition of the Company for recent periods, and (c) the relative standing of the Company in the competitive marketplace.

Election of Directors of The Board

 Each member of the Board will be elected to full terms by a plurality of the votes cast by the shareholders at the Annual Shareholders’ Meeting.

The Board is responsible for recommending individuals to be elected as Directors of the Company (in the case of a vacancy on the Board of Directors) or to be nominated for election by the shareholders as Directors of the Company. The Board shall obtain direct input from the members of the Board and the President. New members of the Board will have an orientation that includes background information about the Company, meetings with the senior management and a visit to selected facilities.

Committees of Board

The Board shall discharge its responsibilities directly and through two committees; an Audit Committee and a Compensation Committee.

The Audit Committee responsibilities are set out in its Charter.

The Compensation Committee’s mandate includes evaluating the performance of the Company’s executives and making recommendations for approval by the Board with respect to their remuneration. The Compensation Committee also considers and makes recommendations with respect to such matters as incentive plans, employee benefit plans and the structure and granting of stock options.

Board Meetings and Procedures

The Board of Directors will meet at least once each quarter. The length of the meetings will be determined by agenda. Any Director and/or the President of the Company will establish the agenda for each Board meeting. All Directors are expected to attend each meeting of the Board and all meetings of Committees on which they serve. At all meetings of the Board, one half of the total number of Directors shall constitute a quorum for the transaction of business. The Board encourages senior management, from time to time, to bring managers into Board meetings who provide additional insight into the matters being discussed because of their personal involvement in or knowledge about these matters

The Chair of the meeting will designate someone to record the minutes of each Board meeting. Generally, the Company Secretary will be designated to perform that function and, in his or her absence, one of the Company’s officers will be so designated. All minutes shall be filed and maintained with the Company’s records.

The Board may take any action by unanimous written consent that the Board might take at a meeting.

Director Compensation

 The Compensation Committee is responsible for recommending Director
compensation with approval by a majority vote of the Board of Directors.

Amendments to Charter

 This Charter may be amended or repealed by the Board at any time.