Board committees The board is supported by six board committees, and regularly reviews their mandates and terms of reference, which are described below, while specific information on board terms is available here. Each board member serves on multiple committees. The Audit Committee ensures the board fulfils its mandate in financial matters, reviews any investigations by the Chief Internal Auditor, approves the plans for internal and external auditors, and ensures adequate resources. The Audit Committee approves and monitors important capital and administrative expenditures, reviews the implications of new accounting policies, and reviews internal and external audit results. The committee approves quarterly financial statements for public release. All Audit Committee members are financially literate and independent of EDC management. The committee, chaired by Manjit Sharma, held four regular meetings in 2023. The Audit Committee provided regular reports to the board and engaged frequently with the Chief Internal Auditor and representatives of the Office of the Auditor General of Canada. The Business Development and Performance Committee advises the board on strategic direction, oversees the execution of the Corporation’s strategy and monitors business performance against approved business strategies, plans and policies. The committee, chaired by Pierre Matuszewski, held five regular meetings in 2023. The Human Resources Committee supports the board’s oversight of human resources strategic planning. It approves the management succession plan, employee and executive compensation, and measures and targets for the corporate incentive program. It sets objectives and advises the board on the assessment of the president’s performance, and oversees the design, investment strategy and performance of employee pension plans. | | The committee, chaired by Karna Gupta, held five regular meetings in 2023. The Risk Management Committee supports the board’s oversight of the prudent management of EDC’s capital structure, including the management of credit, market and other enterprise risks. The committee oversees and recommends updates to the internal policy framework governing authorization of EDC’s business activities, and oversees the authorizations required to undertake specific transactions. It reviews and recommends transactions requiring board approval and monitors compliance with the Environmental and Social Review Directive. It also oversees EDC’s compliance and ethics programs and receives updates on portfolio management activities. The committee, chaired by Pierre Matuszewski, held five regular meetings in 2023. EDC wishes to thank Lindsay Gordon for his time and dedication in serving as chair of the committee until June 2023. The Nominating and Corporate Governance Committee handles matters relating to EDC’s governance regime. It provides input on the ethics program for directors, selection criteria for appointments of the president and the chair, profiles of the desirable skills and experience required of directors, consideration of board candidates, and board orientation and education programs. It oversees the governance of EDC subsidiaries, assesses board effectiveness, monitors relations with management and reviews the membership and mandates of committees. The committee, chaired by Board Chair Vivian Abdelmessih, held four meetings in 2023. The Executive Committee has the authority to exercise certain board powers and meets only if necessary to deal with urgent matters that arise between board meetings. The committee, chaired by Board Chair Vivian Abdelmessih, held two meetings in 2023. | | Director remuneration Compensation paid to directors is set by Order-in-Council. The chair and other independent directors receive an annual retainer for their services and for attending committee and board meetings, plus a fixed per diem for travel time. The following compensation schedule has been in place since 2000, in accordance with the Treasury Board Guidelines: • Chair of the board: annual retainer of $12,400; $485 per diem. • Other directors: annual retainer of $6,200; $485 per diem. • Chairs of committees (other than the Executive Committee) and vice-chair of the board: base retainer plus $2,000. • Directors are reimbursed for reasonable out-of-pocket expenses while performing their duties, including travel, accommodations and meals. There were 15 board meetings (five regular and 10 special) and 28 committee meetings in 2023. Board operations were conducted in-person with hybrid options, with directors and management participating both in-person and by video conference, with the exception of the February meetings, which were held exclusively by video conference. The board met in Toronto in June for its annual strategy session, which included engagement with diverse stakeholders and customers from various sectors. The total remuneration paid to independent directors, including the chair (annual retainers plus per diems), was $274,380 in 2023, compared to $256,709 in 2022(1). The total for business travel, promotion and meeting expenses paid to board members plus meeting expenses for the board and committees was $145,087 in 2023, compared to $156,273 in 2022(2) (both figures are exclusive of the expenses of the president). The total for the president’s business travel and hospitality expenses in 2023 was $118,456, compared to $42,933 in 2022. |
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