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Board Committees

Board & Committees 2022-2023

Board of Directors

Norm Ayoub*, Chair
Ken Chan*, Vice-Chair
Maria Barrados*, Director
Earl Campbell*, Director
Marianne Johnson*, Director
Richard Neville*, Director
Rob Paterson**, President & CEO

Finance & Audit Committee

Richard Neville, Chair
Ken Chan, Vice-Chair
Marianne Johnson, Director
Norm Ayoub, Director
Maria Barrados, Director
Earl Campbell, Director

Conduct Review Committee

Marianne Johnson, Chair
Ken Chan, Vice-Chair
Norm Ayoub, Director
Maria Barrados, Director

Earl Campbell, Director
Richard Neville*, Director

* Also Alterna Savings Board of Directors​

** Alterna Savings President & CEO

Board Committee Mandates

The Board of Directors supervises the management of the business and affairs of Alterna Bank including all outsourcing agreements. It is ultimately responsible for the stewardship of the Bank. In undertaking its responsibilities, the Board, its Committees and any individual Director shall not directly manage or be involved in the day-to-day activities of Alterna Bank.

At a minimum, the Board of Directors’ role is to:

Clients


1. Act on behalf of and in the best interests of the clients of Alterna Bank.
2. Ensure that Alterna Bank has efficient and regular communication with its clients.

President & CEO and Senior Management


3. Select and designate an individual with appropriate ability, integrity and experience to fill the President & CEO position.
4. Define the duties and responsibilities of the President & Chief Executive Officer ("President & CEO").
5. On an annual basis, set the objectives for the President and CEO and evaluate the performance of the President & CEO against these objectives.
6. Delegate appropriate authorities to the President & CEO.
7. Appoint the Alterna Bank signing Officers.
8. Review proposed senior management appointments.
9. Require that the President & CEO and his direct reports be qualified, competent, act with integrity and be compensated in a manner that is consistent with appropriate prudential incentives.
10. Undertake succession planning for the position of President & CEO and other executive management positions.

Control Environment


11. Review and approve policies as per established schedule, including the following policies, which are to be reviewed by the Board directly:

• Board Education and Development Policy,
• Director Remuneration Policy,
• Director Qualifications Policy,
• Employee Incentive Pricing Policy,
• Governance Policy,
• Delegation of Authority to President and CEO Policy,
• Management Disclosure Policy, and
• Responsible Person Assessment Policy

12. Ensure, through periodic independent audits or inspections, the adherence to these policies.
13. Receive and review reports regarding compliance with legislation and with approved policies at regular intervals.
14. Review organizational structure and procedural controls, and satisfy themselves that these controls are operating effectively.
15. Ensure that controls and procedures are in place to safeguard clients’ deposits and preserve shareholder’s equity.
16. Ensure compliance with risk-related regulatory requirements.

Strategy and Direction


17. Establish the vision, mission and core values.
18. Establish, review and approve the Alterna Bank strategic plan.
19. Review and approve the annual performance targets as stated in the Alterna Bank Annual Operating Plan.
20. Monitor the business objectives of Alterna Bank, evaluate and approve its business strategies and its business plans for significant operations.

By-laws


21. Ensure that any enactment, amendment, restatement or repeal of any By-laws is presented for approval to the shareholder at the Annual Meeting of the Shareholder.

Board and Committees


22. Elect from among their members the Chair, the Vice Chair and the Chairs of the standing Committees of the Board. The Chair of the Conduct Review Committee shall be an external Director.
23. Monitor performance against business objectives, strategies and plans.
24. Ensure that committees, including their mandate, are established by a formal resolution of the board, that board members’ skills or interests correspond to the committee mandate, and that board members are regularly informed of each committee's activities, findings, conclusions and recommendations.
25. Ensure the committees and the Board annually assess their performance against their mandate.
26. Foster an ongoing development and education program for all Directors.
27. Demonstrate leadership, honesty and integrity through exemplary conduct in accordance with the Alterna Bank Code of Conduct for Directors.
28. Ensure an effective strategy for board succession planning and recruitment of highly qualified directors who represent the diversity of Alterna Bank clients.
29. Model and promote socially responsible values in Board discussions and actions.

Financial Statements


30. Approve the audited financial statements of Alterna Bank.

Shares and Dividends


31. Approve the purchase, redemption or issuance of any shares in the capital of Alterna Bank.
32. Declare dividends as appropriate and require their payment.

Relationship with Parent, Alterna Savings


33. Ensure that Alterna Bank has efficient and regular communication with its parent Alterna Savings.
34. Ensure that Alterna Bank is represented at Central 1 meetings, as applicable. The Delegate and Alternate to the Central 1 meetings will generally be the same as Alterna Savings; however, the Board of Alterna Bank reserves the right to appoint its own representatives when it deems appropriate.

Community


35. Foster linkages with local community organizations on issues of common concern.

Other


36. Approve loans and other transactions involving directors, officers and restricted parties.
37. Approve commercial and syndicated loans as applicable. and
38. Authorize the purchase, sale, lease, exchange or other disposition of material assets.

A Board Member’s primary responsibility is to provide leadership and governance, to accept the ultimate legal responsibility and to represent Alterna Bank to all stakeholders. These responsibilities include, but are not limited, to:

    1. Attend and participate in Board and Committee meetings and functions.
    2. Keep informed about Alterna Bank’s mission, services, policies and programs.
    3. Review the agenda and supporting materials prior to Board and Committee meetings.
    4. Serve on Committees and offer to take on special assignments.
    5. Keep up-to-date on developments in the financial services industry.
    6. Participate in ongoing Board and Director development programs as appropriate.
    7. Respect conflict of interest and code of conduct policies. More specifically disclose to the Board when there may be a conflict between the Board member’s personal interest and the interest of the Bank and being absent from the vote on material contracts in which the Board member has a personal interest.
    8. Act honestly, in good faith, and in the best interests of Alterna Bank and its clients.
    9. Exercise care, diligence and the skill that a reasonably prudent person would exercise in comparable circumstances.
    10. Hold in strict confidence all transactions by clients and organization, except where otherwise permitted by law.
    11. Assist the Board in carrying out its duties and responsibilities.
    12. Keep informed of legal duties and obligations. Comply with all the relevant sections of the Act, regulations, OSFI requirements, by-law of Alterna Bank and other applicable laws and statutes.
    13. Be adequately informed in order to vote knowledgeably with a view to promoting the best interests of the organization; and
    14. Promote and abide by all decisions of the Board of Directors.

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