The MFDA Board of Directors is comprised of 13 Directors, including the President and CEO, with an even number of Industry and Public Directors. Definitions of “Industry Director” and “Public Director” are set out in MFDA By-law No. 1. Industry Directors are generally partners, directors, officers, significant shareholders or employees of Members, their associates or affiliates. Public Directors are not associated or affiliated with MFDA Members or the MFDA. The Chair of the Board can either be an Industry Director or a Public Director. The Board is currently chaired by a Public Director.
The MFDA Board of Directors is comprised of the following individuals:
|Public Directors||Industry Directors|
|Christopher Nicholls, BA, LL.B., LL.M, MPA (Chair)||Patricia Callon, LL.B., BA (Hons) (Vice-Chair)|
|Steven Glover, MBA, FCPA, FCA||Rick Annaert, CPA, CMA|
|Hugh McNabney, CPA (Retired)||Katherine Dudtschak, MBA|
|Barbara Shourounis, LL.B.||Sonny Goldstein, CFP|
|Vince Valenti, MBA||Mark Kinzel, BA|
|Janet Woodruff, FCPA, FCA ICD.D||André Langlois, FCA, FCIA|
President and CEO
Terms of Office
MFDA Public Directors are eligible to serve three consecutive terms of office, the first two terms of up to three years and the remaining term of up to two years on the Board of Directors, and Industry Directors are eligible to serve four consecutive terms of office of up to two years. Terms of office are generally staggered in order to provide a measure of continuity on the Board, as its composition changes over time.
Director Nomination and Election Process
The Governance Committee of the Board of Directors is responsible for the nomination process regarding candidates for Directors of the MFDA. The Governance Committee is comprised of two Public Directors and two Industry Directors and is chaired by a Public Director.
In June of each year, MFDA Members are invited to propose Director candidates for nomination to the Board to fill vacancies. A notice is sent to all Members, describing the nomination process and criteria for Directors, soliciting recommendations of candidates for nomination as Directors, providing profiles of current Directors, and including extracts from the relevant By-law and Governance Committee Terms of Reference. The names of all candidates and their resumes are forwarded to the Governance Committee for consideration.
The Governance Committee assesses all candidates and prepares a recommended list of eligible nominees to fill expected vacancies on the Board. In preparing the list of nominees, the Governance Committee is guided by the requirements of the Committee’s Terms of Reference, MFDA By-law No. 1, best practices and the Terms and Conditions of the MFDA’s Recognition Orders issued by the recognizing securities commissions. The requirements are designed to ensure that there is timely and appropriate regional representation on the Board and that the Board reflects the diversity of the MFDA’s membership. For more information, please refer to the Governance Committee Terms of Reference.
The MFDA Director Nomination and Election Process also provides for an Industry Director to be selected by the Members at large. Under this process, the names of all eligible Industry Directors are included on a ballot sent to Members with the request that Members designate their choice to be recommended for nomination as Industry Director by the Governance Committee. The Governance Committee recommends for nomination as Industry Director the person with the highest number of designations.
The Governance Committee then recommends Directors for election to the Board of Directors and the Board finalizes the slate of Directors to be elected by confirmation at the Annual General Meeting of Members (“AGM”). At least 30 days prior to the AGM, the slate of nominees to fill Industry and Public Director vacancies is sent to Members. This timeframe for circulation of the Member materials may vary slightly each year depending on the particular circumstances.
At the AGM, the candidates nominated by the Board are presented to Members to be elected by confirmation. Members may choose to either vote in favour of the nominees or withhold their vote. This process is not an election in the conventional sense typical of business corporations, but combines the participation of Members with the judgment of the Industry Directors and Public Directors.