Board and Committee Activities

Board of Directors

The CMF’s Board of Directors is responsible for the stewardship of the Corporation, including oversight of the Program and the Corporation’s other activities, taking a leadership role in the development of the Corporation’s strategic direction, and ensuring that management conducts the business and affairs of the Corporation in accordance with its objectives.

The Corporation’s Board of Directors is fully independent from management, its funders and any beneficiaries of the CMF Program. Directors are nominated by the Corporation’s members: the Canadian Coalition for Cultural Expression (CCCE), which represents Canada’s cable, IPTV, and satellite distributors (five directors), and the Government of Canada, as represented by the Minister of Canadian Heritage (two directors).

Composition of the Board (as at March 31, 2017):

The CMF and its Board of Directors are committed to adhering to best practices in corporate governance to ensure that the Corporation is managed responsibly for the benefit of its members, industry stakeholders, and the public.  As part of this commitment, the Board of Directors has adopted:

• a Statement of Corporate Governance Principles, which defines the CMF’s governance structure, describing the role of the Board and its mandate, the Committee structure, code of business conduct, and accountability for the responsible management of the funds contributed by its funders to the CMF Program.  
• a Board Charter, which outlines the duties and responsibilities of the Board, as well as that of each Director. 
• a Code of Business Conduct, which applies to all of the Corporation’s directors, officers, and employees and which promotes:
  • honest, responsible, and ethical conduct, including the ethical and responsible handling of personal and professional relationships; 
  • compliance with the terms of the Contribution Agreement and all applicable laws, rules, and regulations; and 
  • full, fair, accurate, and timely disclosure in the reports that the Corporation files with the Department of Canadian Heritage in accordance with the Contribution Agreement and all other public communications; and
  • Prompt reporting of any known or reasonably suspected violations of the Code.

Highlights of Board Activities in 2016-2017

While ensuring that the CMF continued to fulfill its mandate, the Board monitored the constantly changing industry developments and considered potential future changes to the CMF and the industry. The objective being to ensure that the CMF considers its future role in order to remain relevant.

Board members remained actively involved in the consultation process by participating in cross-country round table discussions and industry working groups. Board members also attended a number of CMF sponsored industry events throughout the year.  A strategic planning session presented the opportunity for the Board to continue that exercise, following the consultation process and input from the funders. 

Five continuing educations sessions were held on a number of topics relevant to the CMF and the industry: Digital Media Measurement; TV in Transition: Insight into the Future of TV; The Status of the International Screen-Based Industry; a briefing on Canadian Documentary Filmmaking and Funding; and an overview of the industry from the regulator’s point of view. 

BOARD COMMITTEES

The Board has two standing committees: the Audit Committee and the Governance and Human Resources Committee

Audit Committee

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its corporate governance and oversight responsibilities with respect to financial reporting, internal controls and risk management, treasury, and external audit activities.

The Audit Committee has adopted a Committee Charter, which outlines its duties and responsibilities. The charter is reviewed regularly by the Committee in consultation with the Governance and HR Committee and updated as required. 

Composition of the Committee

In 2016-2017, the Committee comprised:

• Cheryl Barker (Chair)
• Guy Fournier
• David McLennan

Activities in 2016-2017

Financial Reporting and Financial Statements – reviewed quarterly financial reports and recommended the annual audited financial statements to the Board for approval; reviewed investment valuation and administrative policies.

External Auditor – recommended the appointment of the external auditor; reviewed and approved the audit plan, scope of work and compensation.  The Committee met in-camera with the external auditor.

Internal Controls and Risk Management – oversight of internal controls including review of the annual report on the Internal Controls over Financial Reporting; reviewed insurance coverage, and received quarterly risk reports on financial, legal and operational risks. The Committee reviewed investment options and revisions to the investment policy. 

Internal Audit and Compliance – approved an Internal Audit Plan and reviewed seven internal audit reports; reviewed the quarterly compliance reporting.  

The Committee also reviewed the Annual Business Plan and Budget and the services agreement with Telefilm Canada.

Governance and Human Resources Committee

The primary function of the Governance and Human Resources Committee is to assist the Board of Directors in fulfilling its responsibilities with respect to corporate governance and human resources management.  

The Governance and Human Resources Committee has adopted a Committee Charter, which outlines its responsibilities and duties.  The Charter is reviewed regularly and updated as required. 

Composition of the Committee

In 2016-2017, the Committee comprised:

• Alison Clayton
• Rob Scarth 
• Glenn Wong (Chair)

Activities in 2016-2017

Corporate Governance – managed the board assessment and individual director peer review processes; oversight of the director orientation program and the board competency matrix.   The Committee reviewed and updated the Board and Committee Charters, Code of Business Conduct, the Statement of Corporate Governance Principles, and the Board and Committee Chair Position Description. 

Human Resources – reviewed the President and CEO’s annual goals and objectives and monitored performance against those goals and objectives. Approved a succession plan for the President and CEO and reviewed the executive compensation philosophy. 

The Committee also reviewed the compliance with the Consultation policy and approved the 2016-2017 consultation plan; reviewed the adequacy of mechanisms for receiving and addressing stakeholder feedback and the outcome of the applicant issues addressed through appeal mechanisms; and reviewed the statements of the Board Chair and the President and CEO in the CMF’s Annual Report.

Board and Committee Attendance 2016-2017

* Includes in person meetings and conference calls: Board held 5 meetings and a 1 day strategic planning session in person and 3 conference calls; Audit Committee held 4 meetings in person; Governance and HR Committee held 4 meetings in person.

Directors Compensation 2016-2017

The policy for directors’ compensation was developed by the two Members of the Corporation in 2009. The policy is reviewed at the annual meeting of Members and includes the fee scales for the annual retainer and meeting fees. The fee scales for 2016-2017 as determined by the Members were as follows: 

Annual retainer: 

• Chair of the Board - $57,132
• Committee Chairs - $44,375
• Other Directors - $34,259

Meeting fees:

• $1,372 for a full day meeting (8 hours including travel)
• $ 686 for a half day meeting (4 hours including travel)