Pacific & Western Bank of Canada (the "Bank") is committed to upholding strong corporate governance practices in order to help create long-term value for its shareholders. This commitment is reflected in the Bank's organizational structures and policies, and is embodied in the role of the Bank's Board of Directors (the "Board").
The Bank's Board is comprised of ten members, and with the exception of David Taylor, the Bank's President & Chief Executive Officer, all of the Directors are independent. Board meetings generally conclude with a discussion period at which members of management are not in attendance. Honourable Thomas A. Hockin is the Chairman of the Board.
The Board and its Committees have the authority to engage and compensate outside advisors, as determined to be necessary to permit them to carry out their duties. The Bank's Management Proxy Circular provides additional information on the Directors, including biographical information, meeting attendance records, and shareholdings.
Board Orientation and Continuing Education
The Bank's Director Orientation and Professional Development Program is designed to enhance the Directors' knowledge and ability to execute their responsibilities to the Bank. All new Directors are provided with a comprehensive package of information regarding the Bank. In addition, on an ongoing basis, in order to keep the Directors up-to-date on operations and those matters that affect the business of the Bank, Directors receive written material and presentations from management and expert advisors on various aspects of the Bank's operations and on emerging issues. Also, Directors are encouraged to enroll in relevant professional development programs, and the expenses incurred are reimbursed to a fixed maximum amount. All of the Directors are members of the Institute of Corporate Directors.
Board of Directors' Responsibilities
The Board is responsible for providing stewardship to the Bank, including direction-setting and general oversight of the management and operations of the Bank. The Board's key responsibilities include the following:
- Establish and review the Bank's business objectives, and consider and approve the Bank's 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 of the Bank
- Establish standards of business conduct and ethical behaviour for the Bank's directors, officers, and other personnel, and obtain on a regular basis reasonable assurance that the Bank has an ongoing, appropriate and effective process for ensuring adherence to those standards
- Appoint officers, including the Chief Executive Officer, and regularly evaluate the effectiveness and performance of such officers in managing the Bank's operations and the risks to which the Bank is exposed
- Identify and review the principal risks of the Bank's business and operations and implement appropriate systems to effectively manage those risks
- 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 the Bank is exposed
In order to fully discharge the Board's responsibilities the Board has delegated certain governance responsibilities to three Board committees, being the Audit Committee, Risk Oversight Committee, and Conduct Review, Governance & HR Committee, each of which is comprised entirely of independent directors. Each of the three Committees reports regularly to the Board.