The corporate governance processes of the Authority are structured to promote the purposes and business of the Authority as set forth in the Regional Airports Authorities Act (Alberta).

In 2009, following a broad review of existing governance practices, a number of changes were instituted. The Board adopted a practice of quarterly meetings complemented by an annual planning session. The mandates of the existing Board Committees were reviewed and consolidated, and the number of Standing Committees was reduced from six to four. The Long Range Planning Committee of the Calgary Chamber of Commerce voluntarily agreed to restrict the number of active Board appointees to eight members, thus reducing the Board in total to 14 members.

Pursuant to the Authority’s Articles of Incorporation, the following four bodies appoint Directors to the Board:

The Authority strives to achieve an optimal level of public and stakeholder accountability. The processes involved in achieving this level of accountability include:

• A public Annual General Meeting;
• A published Accountability Report including audited financial statements;
• An independent review of management operations and financial performance every five years, including a published report;
• An annual meeting with all Appointers attended by the Board of Directors, senior management and external auditors;
• Compliance with the Canada Lease;
• Regulatory compliance;
• Meetings with key stakeholders;
• Public notice of fee changes, including the rationale for the changes;
• A community noise consultative committee;
• An accessibility advisory council;
• Meetings with airport operators and tenants; and
• Meetings with civic officials and community organizations.

The Board of Directors of the Authority has implemented corporate governance policies and practices that are in alignment with best practices for effective corporate governance. The following information relates to the current corporate governance practices of the Authority:

1. The Board has responsibility for the stewardship of the Authority with the aim of fulfilling the stated purposes as set forth under the Regional Airports Authorities Act (Alberta).

2. The Board has adopted a strategic planning process that includes long-term facility development and financial plans. Critical elements of these plans are reviewed by the Board on an annual basis in conjunction with the establishment of annual goals and budgets.

• An organizational structure with dedicated safety, security and emergency planning and response personnel;
• Corporate policies and plans covering key governance, strategic, operational and financial issues;
• Risk transfer through contract;
• Environmental protection, including air and water quality, solid waste and hazardous materials management, natural resources and endangered species;
• Incident reporting, including response and remedial procedures;
• Comprehensive Safety Management System policies, processes and procedures; and
• Comprehensive insurance, audit and compliance programs.

4. The Board appoints the President and CEO. Succession planning, including the appointment, training and evaluation of senior management, is regularly monitored by the Governance and Compensation Committee.

5. The Authority has a communications policy and program, which include communication processes associated with the general public, industry stakeholders, Appointers and employees.

6. The Authority has a comprehensive management information and reporting system in place, which includes regular reporting to the Board on key financial and operational results.

7. The Board is composed exclusively of unrelated, non-management Directors. Each Director must sign the Authority’s Code of Business Conduct and Conflict of Interest Policy on an annual basis and follow the procedures prescribed therein with respect to disclosure of any potential conflict of interest. When a potential conflict of interest arises, the Director does not participate in any Board activities related to such potential conflict.

8. Board appointments are made by four Appointers in accordance with the Regional Airports Authorities Act (Alberta). The Authority’s Nominating Committee is responsible for providing a list of qualified nominees to the Board for submission to the Long-range Planning Committee of the Calgary Chamber of Commerce for its decision and appointment. It is also the practice of the Nominating Committee to provide suggestions regarding qualified candidates to the other three Appointers.

9. The Board has a self-evaluation process in place to review the performance of the Board and Board Committees. The Authority’s Governance and Compensation Committee reviews the remuneration of Directors periodically, taking into account time commitments, the scope of the responsibilities and Directors’ fees at comparable airports and/or other relevant businesses.

10. Each new Director receives a comprehensive orientation, which includes a meeting with corporate counsel, facility tours and information regarding Board and corporate operations. Each Director is provided with a Directors’ Handbook containing relevant reference material and ongoing education on relevant topics.

11. A Role Statement has been developed for the Board of Directors, and position descriptions have been developed for the Board Chair and the CEO. An Authorities Framework Document, approved by the Board, defines management authorities. The Authority’s corporate objectives are approved by the Board, and the CEO is assessed by the Board against these objectives on an annual basis.

12. The Board has four Standing Committees that are composed entirely of outside Directors. Each Committee has an annual due diligence workplan, and the Committee Chair reports directly to the Board on the Committee’s activities. The Board Chair and Governance and Compensation Committee ensure the Board’s independence is respected and preserved. The Board also employs a full-time executive assistant.

13. The Authority’s Governance and Compensation Committee is responsible for the monitoring of corporate governance issues.

• Oversight of corporate-level financial risks and issues that affect the overall financial stewardship of the Authority;
• Review of financial management policies and issues, including annual budgets, banking arrangements, accounting systems and procedures, internal financial controls including fraud-risk programs, fees to airport users, significant changes to relevant legislation and accounting standards, insurance policies, statutory remittances, pension plan policies and performance, quarterly financial status reports and oversight of litigation claims and information technology and systems;
• Monitoring of the external and internal audit programs and preparation of the annual financial statements; and
• Recommending the annual appointment of the external auditor.

15. The Audit and Finance Committee and the Governance and Compensation Committee have the authority to retain advisors and consultants as they deem necessary to discharge their responsibilities. The other Board Committees may engage advisors and consultants with the authorization of the Board of Directors.