The role of the BCAA Board of Directors

The mandate of the BCAA Board of Directors is to steward the organization on behalf of Members and policyholders, and to enhance the long‐term value created for Members. Members elect the Board to oversee management and to ensure that the long‐term interests of BCAA stakeholders are advanced responsibly.

The BCAA Board is accountable to enact effective governance practices and to provide supervisory oversight in critical areas including:

1. Approve corporate strategy and major policy decisions
2. Appoint the President & CEO
3. Set limits of authority for the CEO
4. Oversee executive management compensation
5. Ensure a succession planning process is in place for key leadership roles
6. Oversee the financial performance of BCAA
7. Oversee the management of risk
8. Disclose appropriate, reliable and timely information to stakeholders
9. Govern effectively
10. Approve significant events

In discharging its duties, the Board is subject to the provisions of the Society Act and the Constitution and Bylaws of BCAA.

Commitment to Corporate Governance

Both the Board of Directors and the management of BCAA are committed to effective corporate governance. We have designed our corporate governance practices so we are focused on the best, long-term interests of BCAA Members and all stakeholders. We regularly review our governance processes and seek input from external advisors to ensure we are continuously improving our effectiveness.

In 2009, the BCAA Board undertook a fundamental strategic review of its governance capabilities. The review was supported by an independent advisory firm. Following completion of our strategic review, we have:

• Re-written all Board policies to strengthen our level of oversight and streamline our operational impact
• Reduced the size of the Board by three Directors to allow each Director to become even more actively involved, and to lower expenses
• Overseen the completion of a refreshed Strategic Plan that is producing extraordinary results
• Supported the completion of BCAA's first-ever, organization-wide leadership continuity plan to ensure we are building future BCAA leaders
• Established clear, conservative risk tolerances for BCAA management to ensure we remain financially strong
• Approved a reallocation of BCAA's financial investments to fit our conservative risk profile while positioning us for smart growth in future
• Endorsed increased investment in inspiring community impact programs

BCAA is Producing Extraordinary Results

The governance process improvements undertaken since 2009 have served as a cornerstone of BCAA's success. And we are confident that the long-term interests of BCAA Members are being well served, as evidenced by the following results:

• Surpassed 800,000 Members for the first time in our 107-year history
• Generated 36 consecutive months of year-over-year Membership growth
• Received the prestigious JD Power Award for "Highest Customer Satisfaction in Home Insurance in Western Canada" (2012)
• Received 2015 Strategic Initiatives AAA Branded Insurance Award for sales of branded insurance to Members (2013, 2012), recognizing BCAA as a best-in-class insurance operation within North America
• Awarded highest level of customer service recognition for auto insurance in all 27 BCAA Member Service Locations by the Insurance Corporation of British Columbia (2013)
• Acknowledged as one of "Best 50 Employers in Canada" according to Globe & Mail / Aon Hewitt Survey (2011). Ranked 51st in 2012
• Recognized by the United Way for significant community contributions including Greatest Impact Award for Large Organizations (2012), Gold Award (2011), and Quantum Leap Donors Award for Large Organizations (2010)
• Reduced carbon footprint by approximately 20% (2012 vs. 2009)

Board Compensation

The Directors of BCAA play a critical role in stewarding the organization and enhancing the long-term value created for Members. To attract the most qualified Directors, and in recognition of their contributions, BCAA strives to compensate Directors appropriately and competitively. When appropriate, the Board engages external advisors to review the competitiveness of Director compensation and any required adjustments.

For the six-year period ended September 30, 2012, increases in the annual retainer for BCAA Directors averaged less than 2% annually. For the fiscal year ended September 30, 2012, total Director compensation amounted to $190,313, which represents a reduction of $34,320 compared to the previous fiscal year, attributable partially to a reduction in size of the Board by two Directors.

Following completion of an independent compensation review involving a comparison to organizations of similar size and scope, the core compensation for each BCAA Director was increased on October 1, 2012 as follows:

Consistent with common governance practice, additional compensation is paid to the Board Chair and Committee Chairs in recognition of their additional responsibilities and time requirements.

Elections and Appointments

The Board consists of a minimum of seven and a maximum of 15 Directors. The number is determined by the Board from time to time based on the needs of BCAA. Directors are elected for an initial two-year term, and are eligible for re-election for a second term of two years and two subsequent terms of four years each. For continuity, only a portion of the Board positions come up for election annually at the Annual General Meeting (AGM). Information about the annual election of Directors is provided in our Westworld magazine and in the AGM section of our website.