The shareholders of Accord elect the Board, who in turn are responsible for overseeing all aspects of its business, including appointing management, ensuring the business is managed properly and considering the interests of shareholders and stakeholders, including employees, clients, suppliers and the community at large. The Board’s duties are formally set out in its charter. In addition to the Board’s statutory obligations, it is specifically responsible for:
- satisfying itself as to the integrity of Accord’s president and other executive officers, and in turn that they create a culture of integrity within Accord;
- adopting a strategic planning process – the Board participates in strategic and operational planning initiatives as they develop, provides direction to management and monitors its success in achieving those initiatives;
- identifying Accord’s principal risks and ensuring systems are in place to effectively monitor and manage those risks. The credit committee of the Board reviews and approves all credit above $2,500,000, including loans to clients and assumption of credit risk;
- appointing, training and monitoring senior management and succession planning – the Board evaluates senior management on a regular basis, sets objectives and goals and establishes compensation to attract, retain and motivate skilled, entrepreneurial management;
- a communications policy to disseminate information, respond to enquiries, issue press releases and display information on its website, keeping shareholders and other stakeholders involved with Accord informed;
- the integrity of Accord’s internal control and management information systems – the Audit committee oversees these functions and reports to the Board;
- reviewing Accord’s quarterly and annual financial statements, MD&A and related press releases, and overseeing its compliance with applicable audit, accounting and reporting requirements through the functions of its audit committee; and
- ensuring strong governance is in place by establishing structures and procedures that allow the Board to function independently of management; establishing Board committees to assist in carrying out its responsibilities and undertaking regular self-evaluation as to the effectiveness and independence of the Board.
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.