Board and Committee Activities

Board of Directors

The CMF’s Board of Directors is responsible for the stewardship of the Corporation, including oversight of the Program and the Corporation’s other activities, taking a leadership role in the development of the Corporation’s strategic direction, and ensuring that management conducts the business and affairs of the Corporation in accordance with its objectives.

The Corporation’s Board of Directors is fully independent from management, its funders and any beneficiaries of the CMF Program. Directors are nominated by the Corporation’s members: the Canadian Coalition for Cultural Expression (CCCE), which represents Canada’s five largest cable, IPTV, and satellite distributors (five directors), and the Government of Canada, as represented by the Minister of Canadian Heritage (two directors).

Composition of the Board (as at March 31, 2015):

The CMF and its Board of Directors are committed to adhering to best practices in corporate governance to ensure that the Corporation is managed responsibly for the benefit of its members, industry stakeholders, and the public.  As part of this commitment, the Board of Directors has adopted:

• a Statement of Corporate Governance Principles, which defines the CMF’s governance structure, describing the role of the Board and its mandate, the Committee structure, code of business conduct, and accountability for the responsible management of the funds contributed by its funders to the CMF Program.  
• a Board Charter, which outlines the duties and responsibilities of the Board, as well as that of each Director.
• a Code of Business Conduct, which applies to all of the Corporation’s directors, officers, and employees and which promotes:
  • honest, responsible, and ethical conduct, including the ethical and responsible handling of personal and professional relationships; 
  • compliance with the terms of the Contribution Agreement and all applicable laws, rules, and regulations; and 
  • full, fair, accurate, and timely disclosure in the reports that the Corporation files with the Department of Canadian Heritage in accordance with the Contribution Agreement and all other public communications; and
  • prompt reporting of any known or reasonably suspected violations of the Code.

Highlights of Board Activities in 2014-2015

The Board began the year by initiating a visioning exercise in order to determine the future direction of the CMF.  Given the rapid pace of change in the ecosystem and the potential effects on the CMF, it is important for the CMF to consider its future role in order to continue to remain relevant to the industry as it evolves. The board strategic planning session presented the opportunity to continue this discussion along with a review of the key issues, threats and opportunities facing the CMF over the next three years (2015-2017); the strategic objectives were updated and the foundation set upon which to build the 2015-2016 business plan.   

The Board had oversight over the CMF’s response to the CRTC’s call for comments on the review of the television system, Let’s Talk TV.  Board members remained actively involved in the consultation process with a presence at industry working groups. Board members attended a number of CMF sponsored industry events across the country.  

Five continuing educations sessions were held on a number of topics relevant to the CMF and the industry: Audience Success of CMF-funded TV Projects, The State of the Canadian Rights Market 2014, The Stage of Merging Media:  Television and Internet Video, Canada’s Content Presence on YouTube, and  the Impact of Talk TV on Media Industry.

BOARD COMMITTEES

The Board has two standing committees: the Audit Committee and the Governance and Human Resources Committee.

Audit Committee

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its corporate governance and oversight responsibilities with respect to financial reporting, internal controls and risk management, treasury, and external audit activities.

The Audit Committee has adopted a charter, which outlines its duties and responsibilities. The charter is reviewed by the Committee in consultation with the Governance and HR Committee and updated as required. 

Composition of the Committee

In 2014-2015, the Committee comprised:

• Cheryl Barker (Chair)
• Alain Cousineau (appointed June 11-25, 2014)
• Christopher Frank (until June 25, 2014)
• Guy Fournier
• David McLennan (from June 25, 2014)

Activities in 2014-2015

Financial Reporting and Financial Statements – reviewed quarterly financial reports and recommended the annual audited financial statements to the Board for approval; reviewed investment valuation and administrative policies.

External Auditor – recommended the appointment of the external auditor; reviewed and approved the audit plan, scope of work and compensation.  The Committee met in-camera with the external auditor.

Internal Controls and Risk Management – oversight of internal controls including review of the annual report on the Internal Controls over Financial Reporting; reviewed insurance coverage, an update to the Business Continuity Plan, and received quarterly risk reports on financial, legal and operational risks.

Internal Audit and Compliance – approved the selection of an accounting firm to perform the internal audits and approved the Internal Audit Plan; reviewed the quarterly compliance reporting.

The Committee also reviewed the Annual Business Plan and Budget, and the Sixth Services Agreement with Telefilm Canada.

Governance and Human Resources Committee

The primary function of the Governance and Human Resources Committee is to assist the Board of Directors in fulfilling its responsibilities with respect to corporate governance and human resources management.  

The Governance and Human Resources Committee has adopted a charter, which outlines its responsibilities and duties.  The charter is reviewed and updated as required. 

Composition of the Committee

In 2014-2015, the Committee comprised:

• Alison Clayton
• Rob Scarth 
• Glenn Wong (Chair)

Activities in 2014-2015

Corporate Governance – managed the board assessment and individual director peer review processes; oversight of the director orientation program; reviewed and recommended to the Members the board competency matrix; and reviewed the charters of the board and committees.

Human Resources – reviewed the President and CEO’s annual goals and objectives and monitored performance against those goals and objectives; approved a succession plan for the President and CEO; reviewed the President and CEO’s succession plan for the vice-presidents; oversaw an update to the executive compensation philosophy.

The Committee also reviewed the compliance with the Consultation policy and approved the 2014-2015 consultation plan; reviewed the adequacy of mechanisms for receiving and addressing stakeholder feedback and the outcome of the applicant issues addressed through appeal mechanisms; and reviewed the statements of the Board Chair and the President and CEO in the CMF’s Annual Report.

Board and Committee Attendance 2014-2015

*Includes in person meetings and conference calls: Board held 5 meetings and a 1 day strategic planning session in person and 2 conference calls; Audit Committee held 3 meetings in person and 1 conference call; Governance and HR Committee held 4 meetings in person.
(i) Attended the 1 Audit Committee held while in office and a member of the committee 
(ii) Attended 2 of 3 Board meetings held while in office. 
(iii) Attended 3 of the 6 Board meetings and 3 of the 3 Audit Committee meetings held while in office

Directors Compensation 2014-2015

The policy for directors’ compensation was developed by the two Members of the Corporation in 2009. The policy is reviewed at the annual meeting of Members and includes the fee scales for the annual retainer and meeting fees. The fee scales for 2014-2015 approved by the Members were as follows:

Annual retainer:

• Chair of the Board - $56,288
• Committee Chairs - $43,719
• Other Directors - $33,773

Meeting fees:

• $1,352 for a full day meeting (8 hours including travel)
• $676 for a half day meeting (4 hours including travel)

Board Appointments

Christopher Frank indicated his intention not to seek re-election to the Board, and left office on June 25, 2014. David McLennan was appointed to the Board on June 25, 2014.