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Governance Overview

Enhancing long term value for our Members.

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.

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

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 fiscal year ended September 30, 2016, total Director compensation amounted to $403,000 (2015 = $357,000).

The core compensation for each BCAA Director is unchanged for the year beginning October 1, 2016.

  Effective October 1, 2016
Annual retainer $25,000
Board meeting fee  $800
Board meeting fee $500

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.

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 BCAA Magazine and in the AGM section of our website.

Interested Members may apply to the Governance Committee to be considered as a candidate for nomination by the Board for election at the next AGM.