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 process for nominating and selecting Members is based on the GTAA’s By-Law.

The GTAA’s Members are also its Directors. The GTAA’s Board of Directors is comprised of 15 Directors elected by the GTAA’s Members. 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.

Seven Directors are elected by the Members on a cyclical basis from candidates who are identified and assessed through a search process. The search process includes engaging the Named Community Nominators which include 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.

Five Directors are elected by the Members from candidates nominated by the following municipalities: the regional municipalities of York, Halton, Peel and Durham, and the City of Toronto.

Two Directors are elected by the Members from nominees of the Government of Canada and one Director is elected by the Members from a nominee of the Province of Ontario.

The nominees may be the incumbent Member if that Member is eligible to serve for another term.

The Board assesses candidates put forward by the relevant nominators to determine whether the candidates possess the skills, experience and abilities required by 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.

The Board is responsible for the overall stewardship of the GTAA, including overseeing the Corporation’s governance, strategic direction, and supervising Management, which is responsible for the day-to-day conduct of the business and affairs of the Corporation.

The Board’s written mandate is contained in the Terms of Reference of the Board, included in the GTAA’s Annual Information Form, which may be accessed at www.sedar.com.

In 2019, there were four standing committees of the Board: the Audit Committee; the Governance and Stakeholder Relations 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 and 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 risks 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 licence, 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 continuing education; assessing the effectiveness of the Board and the Committees of the Board; and overseeing adherence to corporate governance requirements.

Human Resources and Compensation Committee

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, compensation matters relating to the President and Chief Executive Officer and officers, and matters relating to enterprise-wide human resources risks, policies, and relevant matters.

Planning and Commercial Development Committee

The Planning and Commercial Development Committee’s mandate includes overseeing 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, and ensuring that the Corporation has in place the systems necessary to undertake such matters.

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 Committee

Established in 2018 and disbanded in 2019, this Committee undertook delegated work on the Board’s behalf to facilitate the search to identify and recommend candidates for the position of the President and CEO of the GTAA.