The Board of Directors (the “Board”) is representative of the diversity of the Greater Toronto Area and the major economic sectors in the region that Toronto Pearson serves.
The GTAA was incorporated in 1993 as a non-share capital corporation and recognized as a Canadian Airport Authority by the Government of Canada in 1994. The GTAA assumed operation of Toronto Pearson International Airport on December 2, 1996. In 2014, the GTAA was continued under the Canada Not-for-profit Corporations Act. The GTAA is a reporting issuer under Canadian securities legislation. As a corporation without share capital, the GTAA has Members rather than shareholders or other equity holders.
The GTAA is governed by a Board consisting of 15 Directors elected by the GTAA’s Members. Memberships in the GTAA are issued by the Board. Directors serve terms of up to three years and are eligible to be re-elected by the Members to serve for a maximum of nine years.
Five Directors are elected by the Members from candidates nominated by municipalities (specifically, the regional municipalities of York, Halton, Peel and Durham, and the City of Toronto). Prior to the end of the term of a member nominated by a municipality, the relevant municipality is entitled to provide the names of up to three candidates.
In addition, seven Directors are elected by the Members on a cyclical basis from candidates who are identified and assessed through a search process, which includes engaging the Law Society of Ontario, Professional Engineers Ontario, the Institute of Chartered Accountants of Ontario, the Toronto Region Board of Trade, the Board of Trade of the City of Mississauga, and the Board of Trade of the City of Brampton.
Finally, the Government of Canada nominates two individuals and the Province of Ontario nominates one individual.
The Board assesses candidates put forward by the relevant nominators to determine whether the candidates possess the desired skills and experience and assess fit with the Board.
All of the Directors on the GTAA’s Board are independent, as that term is defined in applicable securities legislation. The GTAA’s Board is a “skills based” Board; namely, the Directors are elected on the basis of their abilities, experience and skills needed to oversee the GTAA’s complex and industry-leading activities of operating and managing Toronto Pearson, a vital transportation facility for the region’s economic and social benefit.
The GTAA’s Board meets on a regular basis; its principal responsibility is to oversee the conduct of the GTAA’s business and to set the strategic direction of the GTAA.
The Board oversees the development of long-term goals and strategies and implementation in support of Toronto Pearson’s mandate to support and foster growth in the Greater Toronto Area. The Board also oversees the processes and systems to manage the risks associated with the GTAA’s business, and monitors and measures management’s performance in carrying out the GTAA’s strategic plan, vision and mission.
The terms of reference of the Board are included in the GTAA’s Annual Information Form, which may be accessed at www.sedar.com.
In 2018, there were five standing committees of the Board: the Audit Committee; the Governance and Stakeholder Relations Committee; the Risk Oversight Committee; the Human Resources and Compensation Committee; and the Planning and Commercial Development Committee. In addition to the standing Board committees, the Board established an Ad Hoc CEO Search Committee in September 2018 to facilitate the search to identify and recommend candidates for the position of President and CEO of the GTAA. The mandates of the Committees of the Board are summarized below:
Audit Committee
The Audit Committee is mandated by the Board to undertake delegated work on the Board’s behalf to gain reasonable assurance regarding the integrity of the financial reporting, accounting, auditing and internal controls as well as to fulfill relevant legal obligations of an Audit Committee of a reporting issuer. In so doing, the Committee oversees and monitors the integrity of the GTAA’s financial statements and financial reporting processes, including overseeing the work of the GTAA’s external auditor, overseeing the qualifications and independence of the external auditor, and providing an open avenue of communication between the senior management of the GTAA, the external auditor, the internal auditor, and the members of the Board and Committees of the Board.
The Committee also oversees the effectiveness of risk management for audit-related, financial and such other risk assigned by the Board of Directors and provides oversight of the GTAA’s pension fund and plans. The Charter of the Audit Committee is included in the GTAA’s Annual Information Form, which may be accessed at www.sedar.com.
Governance and Stakeholder Relations Committee
The Governance and Stakeholder Relations Committee is charged with overseeing the effective governance of the GTAA, and making recommendations to the Board and its Committees on measures to enhance effectiveness. The Committee also oversees the GTAA’s stakeholder relations and communications strategy for building brand and social license, including oversight of the GTAA’s relationships and strategic communications program with stakeholders, and overseeing the GTAA’s Community Investment Program.
The Committee is also responsible for overseeing the Board Member nomination process; maintaining a skills matrix to identify desired skills, experience and other attributes; recruiting, interviewing and assessing candidates to the Board, and recommending the issuance of memberships to candidates; Board succession planning; the orientation program for new Directors; overseeing Director educational and professional development; reviewing the terms of reference of Board Committees; assessing the effectiveness of the Board and the Committees of the Board; and overseeing adherence to corporate governance requirements.
Risk Oversight Commitee
The Risk Oversight Committee oversees the identification, management and mitigation of the GTAA’s principal risks. The Committee’s mandate includes proposing to the Board risk tolerances and appetites for identified risks driven by and aligned with the GTAA’s strategic goals and priorities, overseeing the effectiveness of the GTAA’s enterprise risk management program including resilience and adaptability to deal with foreseen and emerging risks, risk mitigation, stress testing and scenario planning. The Committee’s responsibilities include overseeing risks relating to environmental, safety, security and airport operations.
Human Resources and Compensation Commitee
The Human Resources and Compensation Committee’s mandate is to oversee matters related to the GTAA’s human resources strategy, oversight of strategic human resources matters, including executive compensation, succession-planning, development, talent management, performance oversight and recruitment and compensation matters relating to the President and Chief Executive Officer and officers, and matters relating to regulatory disclosure of compensation.
Planning and Commercial Development Commitee
The Planning and Commercial Development Committee’s mandate includes oversight of the Corporation’s 2017-2037 Master Plan and Land Use Plan, ensuring that the Corporation has an appropriate up-to-date and approved Long-Term Infrastructure Plan, oversight of commercial development of the airport, planning and development activities including real estate development, ensuring utilization of infrastructure and facilities to meet the needs of the GTAA’s passengers and stakeholders, including air carriers, and cargo shippers.
The Committee is also responsible for reviewing and making recommendations with respect to capital projects in excess of the CEO’s delegated authority, overseeing the effective implementation of material capital projects, and providing feedback to Management on strategic capital projects.
AD Hoc CEO Search Commitee
Established in 2018, this Committee undertakes delegated work on the Board’s behalf to facilitate the search to identify and recommend candidates for consideration by the Board for the position of the President and CEO of the GTAA. The Committee is responsible for assessing the capabilities and readiness of internal candidates who express and interest in the position, conducting a targeted search to identify external candidates, conducting first round interviews and assessments, conducting final due diligence and reference checking, and negotiating the terms with the final candidate.