The Board discharges its responsibilities directly and through three committees:
The Audit Committee is composed of Stephen Warden (Chair), John Swidler and David Beutel, each of whom is an independent director and financially literate. The committees’ responsibilities are set out by Charter. They include review of quarterly and annual financial statements and MD&A and related press releases prior to Board approval; making recommendations to the Board regarding the appointment of independent auditors and assuring their independence; meeting with Accord’s management at least quarterly; reviewing annual audit findings with auditors and management; and reviewing the risks faced by Accord, the business environment, emergence of new opportunities and steps management has taken to mitigate exposure to significant risks. The Audit Committee has adopted a corporate code of ethics and whistleblower policy, whereby any director, officer or employee of Accord or its subsidiaries, who is aware of acts by a director, officer or employee which contravene in the standards of business and personal ethics required of them, or is in violation of applicable laws and regulations, is required to bring such matters to the attention of management or directly to the chair of the Audit committee. All reported violations will be investigated and appropriate corrective action taken if warranted.
The mandate of the Audit Committee is available here
The Compensation Committee is composed of Robert Sandler (Chair), Ken Hitzig and Stephen Warden. Its mandate includes evaluating the performance of Accord’s executives and making recommendations for approval of their remuneration by the Board. It reviews compensation paid to management of similar-sized companies to ensure Accord’s is consistent with industry standards. This committee also considers and makes recommendations on incentive plans, employee benefit plans and the structure and granting of stock options or share appreciation rights. A report on executive compensation is included in Accord’s annual management proxy circular.
The Credit Committee is composed of Gary Prager (Chair), Robert Sandler and David Beutel. The committee reviews and approves all client and customer credit in excess of $2.5 million, including loans and assumption of credit risk, and manages the company’s risk in respect of larger exposures.
In addition to those matters that, by law, must be Board approved, management seeks Board approval for any transaction that is outside of the ordinary course of business, or could be considered material to Accord business. The frequency of Board meetings and agenda items may change depending upon the state of Accord’s affairs. The Board meets at least quarterly to review business operations and financial results, including regular meetings both with, and without, management to discuss specific aspects of Accord’s operations. Directors are expected to attend all Board meetings and comprehensively review provided materials in advance of each meeting.