Board of Directors & Committees
The size of the Board facilitates effective decision-making, and direct, immediate communication between directors and management. It also permits individual directors to involve themselves on specific issues where their personal inclination or experience will best assist the company. The Board does not have committees for corporate governance nor nominations, but performs these functions at Board level. The Board and its committees nominate new directors and assess the effectiveness of the Board, committees and members individually and as a whole, and approve requests of directors to engage outside advisors at Accord’s expense. It also reviews and sets directors’ compensation, based on workload, responsibilities and reviews compensation paid in similar-sized public companies.
Board of Directors
Robert S. Sandler
Chair, Compensation committee
Stephen D. Warden
Chair, Audit committee
Gary J. Prager
The Board shall discharge its responsibilities directly and through the Audit Committee, Compensation Committee and Credit Committee.
The Audit Committee is composed of Stephen Warden (Chair), Gary Prager and David Beutel, each of whom is an independent director and financially literate. The committees’ responsibilities are set out by its 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.
The shareholders of Accord elect the Board members, who in turn are responsible for overseeing all aspects of the 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, and has 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.
As there have been a limited number of new directors since 1996, no formal orientation or education program is considered necessary. However, as circumstances dictate, each new director receives a detailed company orientation, covering the nature and operation of Accord’s business and the responsibilities of the directors.
Directors are expected to attend regular seminars and review publications and materials as provided by management, auditors, lawyers and other sources in order to maintain the skills and knowledge necessary to meet their obligations.