board
Strong corporate governance practices are a priority for Pacific & Western. The Bank and the Corporation each have a Human Resources & Corporate Governance Committee ("HRCG Committee") and an Audit Committee. The Bank also has a Conduct Review Committee, a Risk Oversight Committee and an Enterprise Risk Development Committee. Pacific & Western's corporate governance policies and procedures are regularly reviewed to ensure that they are current and allow for effective management oversight.
The main business of Pacific & Western is carried out by the Bank, which comprises approximately 99% of the Corporation's assets. Pacific & Western's objective remains the maximization of long-term value for our shareholders.
Board Independence
The Board of the Corporation is comprised of seven members, while the Board of the Bank is comprised of nine members. All Board members, with the exception of David Taylor, the President & Chief Executive Officer, are independent as defined in National Instrument 58-101 Disclosure of Corporate Governance Practices. C. Scott Ritchie is the Chairman of the Board. At the conclusion of each quarterly Board meeting, the independent members of the Board hold sessions at which members of management are not in attendance. The Board and its Committees have the authority to engage and compensate outside advisors as are determined to be necessary to permit them to carry out their duties. The Corporation's Management Proxy Circular provides additional information on the Directors, including individual members' backgrounds, meeting attendance records, shareholdings, and other information.
Board Orientation and Continuing Education
Pacific & Western's Director Orientation and Professional Development Program is designed to enhance our Directors' knowledge and ability to execute their responsibilities to Pacific & Western. When a new director joins Pacific & Western they are provided with a comprehensive package of information regarding the company. In addition, on an ongoing basis the Directors receive written material and presentations from senior management and expert advisors on various aspects of Pacific & Western's operations, and emerging issues. Also, the Directors are encouraged to enrol in relevant professional development programs, and a fixed amount of the cost of such enrollment is reimbursed to them. All of the Directors are members of the Institute of Corporate Directors.
Board of Directors' Responsibilities
The Board is primarily responsible for governance issues within Pacific & Western. The following is a summary of some of the most important corporate governance related functions of the Board:
- Approve a mandate for the Board of Directors and for the Chair of the Board
- Appoint a Chair of the Board who is independent
- Appoint officers, including the Chief Executive Officer, and regularly evaluate the effectiveness and performance of such officers in managing the operations of Pacific & Western and the risks to which it is exposed
- Annually review the Management Succession Plan and the Human Resources Plan
- Oversee employee compensation plans and ascertain whether they are consistent with sustainable achievement of business objectives, the prudent management of operations and the risks to which Pacific & Western is exposed
- Establish Board committees and approve their mandates
- Approve a Corporate Disclosure Policy
- Establish the business objectives, and consider and approve the business strategy and business plans, in order to assess whether they remain appropriate and prudent in light of the business and economic environment, resources and results
- Approve related party transactions when required by governing legislation
- Review compliance reports
In order to discharge the Board's responsibilities, certain governance issues have been delegated to committees of the Board, each of which is comprised entirely of independent directors. Each of the Committees reports regularly to the Board.