Corporate Governance Guidelines

Good corporate governance ensures the Board’s ability to independently direct and evaluate the performance of Accord’s management as well as that of the Board members themselves. This is achieved through:

  • a well-qualified Board;
  • strong governance practices and procedures; and,
  • an effective relationship between the Board and senior management.

A well-qualified Board

The Board currently comprises six directors, four of whom are independent of management and free from any interest or business which could reasonably be perceived to materially interfere with, or compromise their ability to act in the best interests of Accord. Ken Hitzig and Simon Hitzig are, by definition, related directors. A number of Board members also act as directors of other public companies. All directors stand for re-election annually.

Strong governance practices and procedures

Accord considered the guidance provided by the CSA’s National Policy 58-201 ("NP 58-201") in developing its corporate governance practices. NP 58-201 is intended to assist companies in improving practices and contains guidelines on issues such as the constitution and independence of corporate boards and their functions. Accord’s corporate governance practices generally comply with NP 58-201’s fundamental principles. Accord also follows the provisions of CSA National Instrument 58-101 with respect to disclosure of its corporate governance practices.

CSA has also enacted rules regarding the composition of audit committees (Multilateral Instrument 52-110 - Audit Committees) and the certification of an issuer’s disclosure controls and procedures and design of internal control over financial reporting (Multilateral Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings). Accord is currently in compliance with the requirements of these instruments.

Effective relationship with senior management

The Board maintains an effective relationship with the senior management team in a number of ways;

  • all division heads present to and participate in the quarterly Board meetings
  • business strategy and plans developed by senior management are discussed with (and approved by) the Board on an ongoing basis
  • the Chairman and the credit committee of the Board regularly spend time with senior management to review credit decisions over $1 million

Board of Directors & Committees

The Board

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 individual experience will best assist the company. Without delegating to a specific corporate governance committee, the Board nominates new directors and assesses the effectiveness of the Board, committees and members individually and as a whole, and approves 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.

Current Board Members

Committees

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.

Audit Committee Mandate

The Compensation Committee is composed of Stephen Warden (Chair), Ken Hitzig and Jean Holley. 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), Ken Hitzig 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.

Responsibilities

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:

  1. 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;
  2. adopting a strategic planning process – the Board participates in strategic planning initiatives as they develop, provides direction to management and monitors its success in achieving those initiatives;
  3. 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;
  4. 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;
  5. 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;
  6. the integrity of Accord’s internal control and management information systems – the Audit Committee oversees these functions and reports to the Board;
  7. 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
  8. 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.

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.