Leading

Board Structure

First West’s board of directors is responsible for overseeing and stewarding the credit union’s operations on behalf of members.

The credit union’s rules allow for a board of 12 directors, rising on a short-term basis to as many as 15 to accommodate a merger. Directors are elected for three-year terms and may be re-elected, with no limit on the number of terms a director may serve. Each year, the directors elect a chair and vice-chair.

To assist it with its work, the board has established a number of standing committees, including:

  • Audit and Conduct Review
  • Governance and Nominations
  • Government Relations and Partnership
  • Human Resources
  • Risk, Investment and Loan

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Director Responsibilities

Being a First West director is a big responsibility. While management oversees the day-to-day operation of the credit union, the board of directors provides guidance on long-range objectives, determines policy and monitors the credit union’s overall progress. It’s a job that demands a significant investment in time, energy and expertise.

Specific responsibilities include:

  • Fulfilling a number of statutory duties specified in the Credit Union Incorporation Act and Financial Institutions Act
  • Acquiring and continually upgrading knowledge about the financial services industry, all aspects of First West’s business, regulatory issues and the business environment in general
  • Attending all meetings, unless there are significant extenuating circumstances
  • Preparing thoroughly for board and committee meetings and making a positive contribution to those meetings
  • Keeping informed about activities occurring within the areas served by First West
  • Serving on committees of the board
  • Undertaking all required director training and keeping current on evolving corporate governance standards and practices
  • Acting as an ambassador of First West

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Board committees

Directors are required to serve on committees of the board that carry out legislated and delegated duties. These committees include:

Audit and Conduct Review
The Audit and Conduct Review Committee is responsible for fulfilling the credit union’s statutory duty to maintain an audit committee and conduct review committee as per Section 39.56 of the Credit Union Incorporation Act and Section 112 of the Financial Institutions Act respectively. The committee assists the board in fulfilling its obligations and oversight responsibilities related to the audit process and financial reporting, ensures the requirements for dealing with related-party transactions set out in the Financial Institutions Act are met and appropriate procedures are in place, oversees the process for reviewing directors’ conduct and oversees procedures for resolving conflicts of interest, restricting the use of confidential information and handling member complaints. The committee consists of a minimum of three members elected by the board on the recommendation of the board chair.

Governance and Nominations
The Governance and Nominations Committee oversees key elements of the First West board of directors’ operations, including corporate governance principles, practices and oversight, board assessment, evaluation and renewal, director recruitment, nominations and elections and director orientation, education and development. The committee consists of a minimum of five members elected by the board on the recommendation of the board chair. Ideally each committee member will also be a member of at least one other committee to ensure informed governance discussions.

Government Relations and Partnership
Guides management in advancing First West’s multi-brand operating model. The committee reviews and counsels management on First West’s partnership strategy, monitors government relations activities and advocates for favourable legislative and regulatory environments that will allow First West to achieve its strategic goals. The committee also represents the board in discussions with potential partners. The committee consists of the board chair, board vice-chair and two other directors appointed annually on the recommendation of the board chair.

Human Resources
The Human Resources Committee is responsible for assisting the board with respect to all matters relating to human resources, ensuring sound human resources policies and practices are in place and are consistent with First West’s values, vision, risk appetite and strategic plan. The committee consists of not less than three and not more than five members. Committee members and the committee chair are appointed by the board on the recommendation of the board chair.

Risk, Investment and Loan
The Risk, Investment and Loan Committee is responsible for fulfilling the statutory duties related to investments and lending of financial institutions detailed in Section 135 of the Financial Institutions Act, recommending board approval of and overseeing the credit union’s risk appetite and enterprise risk management framework, reviewing and recommending to the board for its approval and filing with FICOM written investment and loan policies for the credit union and its subsidiaries, which the committee considers consistent with the Financial Institutions Act prudent standards and within the credit union’s investment and loan strategy. The committee consists of a minimum of three members elected by the board on the recommendation of the board chair. At least one member of the committee shall be an officer of the credit union.

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Board Effectiveness, Renewal and Diversity

The First West board’s focus on effectiveness, renewal and diversity ensures the board successfully upholds and fulfills its leadership and oversight responsibilities to members. It also ensures the board remains abreast of changes in the financial services industry, government relations and the credit union’s evolving strategic direction and that its members as a whole possess the qualities, attributes, experience and skills required to effectively steward the organization.

This process begins by identifying the key characteristics desired of directors. It continues with the board regularly monitoring its effectiveness and the effectiveness of individual directors through formal and informal evaluations. Where opportunities are identified to improve effectiveness, directors are supported through ongoing education and development.

The board also focuses on continually renewing itself, replacing directors who retire or unexpectedly resign or changing the board’s makeup to help it achieve long-term success and better cope with changes to the internal and external business environment.

Finally, the board recognizes that diversity is an essential element in attracting high-calibre directors, maintaining a high-functioning board and building a competitive advantage. The board considers diversity in determining the optimum composition of the board and its committees and takes steps to ensure its membership is balanced appropriately.

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Rules & Policies

Like all governing bodies, the First West board of directors is guided by a number of important policies. And as a credit union, First West has a set of formal rules. The rules and some of the most important policies include:

First West Credit Union Rules
All credit unions are required to have a set of rules that govern its conduct. The rules include high-level guidance on how memberships may be acquired or withdrawn, how shares and deposits are treated, how borrowing and lending is conducted, how directors are elected, how general meetings are conducted and more.

Code of Conduct and Conflict of Interest Policy
This policy outlines the standards of conduct imposed by law, provides guidelines for honest and ethical conduct and offers guidance to help directors recognize and deal with ethical issues that may arise during their tenure, and defines conflicts of interest that may arise and how conflicts must be disclosed and managed.

Political Relationships and Activities Policy
This policy describes how First West, which is an non-partisan organization, approaches political contributions and states the limitations on using political contributions to engage in political activities. It also defines the financial contributions or in-kind contributions that are considered political contributions under election legislation.

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Participating

Annual General Meeting

First West’s 2020 Annual General Meeting will be held on Wednesday, June 17. Members can expect to begin receiving the official Notice of Annual General Meeting May 22.

Due to the current situation caused by COVID-19 and for the health and safety of our members and employees we will not host an in-person AGM this year, and will be hosting the AGM for you to watch and participate remotely.

Please email governance@firstwestcu.ca should you have any questions.

View the proceedings of First West’s 2019 AGM, which was held at the Victoria Conference Centre on May 14.

Director Recruitment

How would you like to make a difference to your credit union and your community?

We are always looking for well-qualified and experienced members who are interested in standing for election to the board.  Generally, First West is seeking directors with a board range of business knowledge and depth of experience, as well as an understanding of the credit union’s strategic direction, principles and values. Potential candidates should be able to demonstrate and provide the ability to:

  • Deal with business, financial and social issues at a corporate level
  • Think critically, problem-solve creatively and work on a team
  • Devote the necessary time to prepare for and attend board and committee meetings and other related activities

To ensure the board may fulfill its fiduciary duty and oversee the credit union effectively on behalf of members, each year the board identifies general characteristics, specific skill and experience requirements and desired diversity perspectives.

In 2020, the board specifically sought candidates with significant skill and experience in:

  • Entrepreneurial leadership
  • Business growth transformation
  • Financial services
  • Government relations

In addition, possession of director accreditation such as ICD.D or C. Dir or other designation is considered an asset.

First West’s board also encourages expression of interest from candidates who reflect a diversity of ages, genders, geographical locations and ethnicities/cultures.

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Accountability

Meeting Attendance

First West’s directors are required to attend a number of scheduled meetings each year. These meetings include quarterly board meetings, a budget meeting, planning sessions and a number of other planned and unplanned special meetings. In addition, each director is required to serve on at least two board committees, which meet at least quarterly.

The organization expects directors to attend as many meetings as possible. Simple attendance, however, does not constitute effective directorship. Rather, the credit union believes it is more important for directors to be thoroughly prepared, to be engaged in meetings and to make a sustained, positive contribution to the credit union’s success.

Reporting attendance is, however, defined as a governance best practice by the Canadian Coalition for Good Governance and the Canadian Securities Administrators National Instrument 58-101, which sets out corporate governance disclosure guidelines for publicly traded companies. In addition, BCFSA’s governance guideline for B.C. credit unions specifies that director attendance should be reported for board and committee meetings and educational activities.

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Board Remuneration

First West recognizes that strong corporate governance is a key ingredient to an organization’s success.  First West aspires to attract and retain the best directors possible and pay them commensurate with the level of risk, expertise, and expected contribution.

Director compensation
Directors are expected to devote considerable time and energy to fulfilling their obligation to oversee the credit union on behalf of members. Each year, directors are required to attend quarterly board meetings, a budget meeting, planning sessions and a number of other planned and unplanned special meetings. In addition, each director is required to serve on at least two board committees, to travel as necessary and to prepare thoroughly for each meeting.

Compensation is set at a rate comparable with large credit unions, regional financial institutions and publicly traded companies of similar size. In accordance with First West’s rules, director compensation is set by the board on the advice of an independent panel of members, which meets no less than every two years. The compensation panel most recently met in early 2018 and a new policy was approved by the board in August 2018.

Director compensation includes:

  • Annual retainers of $36,750 for directors and $73,500 for the board chair. The Chairs of the Audit and Conduct Review Committee and Risk, Investment and Loan Committee receive an additional retainer of $10,000 and the chairs of other committees receive additional retainers of $5,000 in addition to their annual retainer.
  • Directors are paid a set travel fee of $500, regardless of time and distance travelled, when they travel to and from a meeting of other board duty outside the director’s designated home region. Travel fees are not paid for travel within a director’s home region or to and from community or First West social events.
  • Reimbursement for reasonable expenses incurred in connection with authorized work performed on behalf of the credit union.

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FAQs

What is the role of the board?

First West’s board of directors is responsible for overseeing and stewarding the credit union’s operations on behalf of members.

While management oversees the day-to-day operation of the credit union, the board provides guidance on long-range objectives, determines policy and monitors the credit union’s overall progress.

How are directors elected?

Elections are held annually, with directors typically serving three-year terms. A call for nominations is issued to all credit union members in December or early January with those interested in standing for election asked to complete and submit nominations forms.

The nomination form advises candidates of the significant skills and experience the credit union is specifically looking for and encourages expressions of interest from candidates who reflect a diversity of ages, genders, geographical locations and ethnicities/cultures.

All nominees are interviewed by the board’s Nominations Task Force to assess their skills and experience and determine the value they could bring to the board if elected. Candidates who possess the characteristics sought by the board are endorsed, though all candidates, endorsed or not, are welcome to stand for election.

A few weeks before the annual general meeting, members are sent a notice that offers information on the candidates, along with instructions on how to vote. The voting period typically runs for about two weeks, and closes before the annual general meeting. Results are announced at the annual general meeting, posted on the credit union’s websites and in all branches.

How is voting conducted?

Voting is currently conducted online and mobile (though First West’s online and mobile banking service), by mail-in ballot and in credit union branches. All voting takes place before the annual general meeting and results are announced at the AGM.

When and where is the annual general meeting held?

In light of public health restrictions related to the COVID-19 pandemic we plan to hold a virtual AGM in 2020. Members will be notified of the AGM date and how to attend and participate in the meeting through our Notice of AGM, which will be distributed in advance of the new meeting date.

Watch the 2019 AGM proceedings here.

How can I get involved with the board?

We are always looking for qualified individuals who would be interested in filling future vacancies on our board of directors. As a director you would be part of a dynamic team responsible for shaping the organization’s strategic direction and ensuring appropriate processes and controls are in place to identify, manage and monitor applicable risks. You would protect and uphold the credit union’s values, exercising judgment with honesty and integrity. You value respect and diversity and appreciate a variety of views crucial to good corporate governance.

If you are interested in learning more about being a director of First West Credit Union, please email governance@firstwestcu.ca.

How are directors compensated for their work?

Compensation is set at a rate comparable with large credit unions, regional financial institutions and publicly traded companies of similar size. In accordance with First West’s rules, director compensation is set by the board on the advice of an independent panel of members, which meets no less than every two years.  The last compensation review was conducted in the spring of 2018.

Director compensation includes:

  • Annual retainers of $36,750 for directors and $73,500 for the board chair. The chairs of the Audit and Risk Management Committee and Risk, Investment and Loan Committee receives an additional retainer of $10,000 and the chairs of other committees receive additional retainers of $5,000.
  • Directors are paid a flat-fee annual retainer that compensates them for the board and committee meetings they attend (regardless of number and format, whether in-person or by conference call), system meetings, community events, the credit union’s annual general meeting, First West Foundation meetings (if applicable) and other duties related to their roles.
  • Directors are paid a set travel fee of $500, regardless of time and distance travelled, when they travel to and from a meeting or other board duty outside the director’s designated home region. Travel fees are not paid for travel within a director’s home region or to and from community or First West social events.

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How can I contact the board?

To contact the board, please email governance@firstwestcu.ca.