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, 2018):

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 2017-2018

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.  The strategic planning retreat presented the opportunity for the Board to continue that exercise, following input from the funders.  

Board members attended a number of CMF sponsored industry events throughout the year, including the Showcase in Ottawa. 

Three continuing educations sessions were held on a number of topics relevant to the CMF and the industry: CBC’s new distribution application for documentaries: Panora.tv (CMF-funded), a briefing from heads of CBC on their ‘Creative Canada’ strategy, and a seminar on Workplace Anti-Harassment policies and practice trends. 

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 2017-2018, the Committee comprised:

• Cheryl Barker (Chair, until July 5, 2017)
• Guy Fournier
• David McLennan (Chair, as of July 5, 2017)
• Michael Schmalz (as of July 5, 2017)

Activities in 2017-2018

Financial Reporting and Financial Statements – reviewed quarterly financial reports and recommended the annual audited financial statements to the Board for approval; reviewed a number of 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. 

Internal Audit and Compliance – approved an Internal Audit Plan, and reviewed 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 2017-2018, the Committee comprised:

• Alison Clayton
• Lori DeGraw (as of July 5, 2017)
• Rob Scarth (Chair, as of July 5, 2017)
• Glenn Wong (Chair, until July 5, 2017)

Activities in 2017-2018

Corporate Governance – managed the board assessment; oversight of the director orientation program and the board competency matrix.  The Committee reviewed the position descriptions for the President & CEO and the Board and Committee Chairs.

Human Resources – reviewed the President and CEO’s annual goals and objectives and monitored performance against those goals and objectives. The Committee reviewed the succession policies and plans for the President & CEO as well as the Vice-Presidents.  

The Committee also reviewed the compliance with the Consultation policy and approved the 2017-2018 consultation plan; considered policies and practice trends to implement a Workplace Anti-Harassment Policy, reviewed the outcome of the applicant issues addressed through appeal mechanisms; and the statements of the Board Chair and the President and CEO in the CMF’s Annual Report.

Board and Committee Attendance 2017-2018

*During their remaining time on the Board in 2017-2018, there was 1 Board Meeting, 2 Board Calls, 1 Audit Committee and 1 Governance & HR Committee meeting.
**These Directors were elected after the first Committee and Board meetings and the third Board call.

Directors Compensation 2017-2018

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 2017-2018 agreed by the Members were as follows: 

Annual retainer:

• Chair of the Board - $57,989
• Committee Chairs - $45,041
• Other Directors - $34,773

Meeting fees:

• $1,392 for a full day meeting (8 hours including travel)
• $696 for a half day meeting (4 hours including travel)