The Company’s overall approach to corporate governance follows best practices and keeps pace with evolving requirements, including those under applicable securities legislation.
The Board is comprised of 15 directors, at least two-thirds of whom, including the President and CEO, are required to be Canadian citizens. One director (the President and CEO) is an employee of the Company. All other directors are “independent” directors as that term is defined in National Instrument 52-110 Audit Committees.
NAV CANADA represents a unique consensus among the major stakeholders in the ANS – the Government of Canada, the commercial air carriers, general aviation, and our unionized employees. Our governance structure reflects this consensus. All four of these major stakeholders are members of the Company together with a Director member (collectively, the Members).
The result is a board of directors where all stakeholder interests are represented but none dominates. The Board’s committees are similarly constituted except for the Human Resources & Compensation Committee.
The five Members elect the directors as follows:
The Board discharges its responsibilities directly and through committees. The Board holds five scheduled meetings each year and unscheduled meetings are held from time to time as required.
Our By-laws disqualify from directorship any person elected to the Parliament of Canada or any provincial legislature or territorial legislative assembly; federal, provincial or territorial government employees; and directors or employees of an entity that has a material interest as a supplier, client or customer of the ANS.
Every director and officer of the Company is required to sign and abide by our Code of Conduct and Conflict of Interest Guidelines for Directors and Officers (Code of Conduct).
Directors are elected for terms not exceeding three years, with terms expiring at the Company’s annual meeting. No director, other than the President and CEO, may serve as a director for more than twelve years in total. Set out below is information on the current directors, including their Committee membership and meeting attendance records for fiscal 2022.
Board: 6/6
Audit & Finance Committee*: 5/5
Corporate Governance Committee: 3/3
Transformation Committee*: 4/4
Human Resources & Compensation Committee*: 8/8
Pension Committee*: 4/4
Safety Committee: 4/4
*ex officio member.
Corporate Director.
Board: 6/6
Audit & Finance Committee: 5/5
Corporate Governance Committee: 3/3
Transformation Committee: 4/4
Human Resources & Compensation Committee: 8/8
Co-CEO and Chair of Barrett Corporation.
Board: 6/6
Transformation Committee: 3/4
Human Resources & Compensation Committee: 8/8
Safety Committee: 4/4
Corporate Director.
Board: 6/6
Pension Committee: 4/4
Safety Committee: 3/4
President and CEO of the Company from February 1, 2021. From September 1, 2020 to January 31, 2021, Mr. Bohn was Vice President and Chief Human Resources Officer. Mr. Bohn was Executive Vice President, Human Resources, Communications and Public Affairs from September 1, 2017 to August 31, 2020.
Board: 6/6
Pension Committee: 4/4
Transformation Committee: 4/4
*Mr. Brotto previously served on the Board from April 12, 2006 to January 14, 2015.
Corporate Director.
Board: 6/6
Corporate Governance Committee: 3/3
Safety Committee: 4/4
Managing Director, Capital Solutions at Caisse de dépôt et placement du Québec (CDPQ). From May 2019 to May 2020, Managing Director, Specialty Finance, Fixed Income and from June 2017 to April 2019, Senior Director, Investment, Specialty Finance, Fixed Income at CDPQ.
Board: 6/6
Audit & Finance Committee*: 3/3
Pension Committee*: 2/2
Safety Committee: 3/3
Transformation Committee*: 2/2
*Mr. Duffey was a member of the Audit & Finance Committee until January 12, 2022 at which time he joined each of the Pension Committee and the Transformation Committee.
From May 2014 to June 2020, President & Chief Executive Officer of CATCA.
Board: 6/6
Corporate Governance Committee: 3/3
Human Resources & Compensation Committee: 8/8
Transformation Committee*: 2/2
*Ms. DuPont joined the Transformation Committee on January 12, 2022.
Corporate Director.
Board: 6/6
Audit & Finance Committee: 5/5
Human Resources & Compensation Committee: 8/8
Corporate Director.
Board: 6/6
Audit & Finance Committee: 5/5
Transformation Committee: 4/4
Pension Committee: 4/4
*Ms. Hohol will retire as a member of the Board following the completion of the Company’s annual meeting in January 2023, which is one year before the end of her final three-year term.
Corporate Director.
Board: 6/6
Human Resources & Compensation Committee: 8/8
Pension Committee*: 2/2
Transformation Committee*: 2/2
*Mr. Howlett was a member of the Transformation Committee until January 12, 2022 at which time he joined the Pension Committee.
Corporate Director. From May 2016 to November 1, 2018, Senior Vice President, Regional Markets and Government Relations at Air Canada.
Board: 3/3
Audit & Finance Committee: 2/2
Corporate Governance Committee: 1/1
Corporate Director.
Board: 6/6
Audit & Finance Committee: 5/5
Pension Committee: 4/4
Corporate Director. From February 1, 2021 to August 26, 2022, Chief Financial Officer and from July 27, 2020 to January 31, 2021 Executive Vice President, Finance at Benevity, Inc. (Benevity). Vice President, Finance at Attabotics Inc. from March 2020 to July 2020 and Vice President, Finance & Fleet Management at WestJet Airlines Ltd. (WestJet) from October 2015 to March 2020.
Board: 6/6
Corporate Governance Committee: 3/3
Human Resources & Compensation Committee: 8/8
Pension Committee: 4/4
Corporate Director.
Board: 6/6
Audit & Finance Committee: 5/5
Safety Committee: 4/4
Corporate Director. From January 2011 to May 1, 2018, Senior Director, Administration Services at Nutrien Ltd. (formerly Potash Corporation of Saskatchewan Inc.)
Name: Edward Barrett (1)
Fees Earned: $111,719
All Other Compensation: $4,200
Total: $115,919
(1) Mr. Barrett voluntarily waived all fees he would be entitled to receive as a member of the Corporate Governance Committee for fiscal 2022.
Name: Mary-Ann Bell
Fees Earned: $106,586
All Other Compensation: –
Total: $106,586
Name: Raymond G. Bohn (2)
Fees Earned: –
All Other Compensation: –
Total: –
(2) As President and CEO, Mr. Bohn does not receive directors’ fees. Mr. Bohn became President and CEO effective February 1, 2021.
Name: Paul Brotto
Fees Earned: $96,355
All Other Compensation: –
Total: $96,355
Name: Marc Courtois (3)
Fees Earned: $186,567
All Other Compensation: –
Total: $186,567
(3) Mr. Courtois receives an annual fee as Chair of the Board and no other additional fees for attendance of meetings. He is entitled to reimbursement for travel fees. As Chair of the Aireon Board, Mr. Courtois receives an annual retainer and fees for attendance of meetings.
Name: Michael DiLollo
Fees Earned: $87,859
All Other Compensation: –
Total: $87,859
Name: Peter Duffey
Fees Earned: $95,992
All Other Compensation: –
Total: $95,992
Name: Bonnie DuPont
Fees Earned: $105,987
All Other Compensation: $4,000
Total: $109,987
Name: Marc Grégoire
Fees Earned: $95,292
All Other Compensation: –
Total: $95,292
Name: Linda Hohol
Fees Earned: $113,415
All Other Compensation: $3,000
Total: $116,415
Name: Kevin Howlett
Fees Earned: $93,159
All Other Compensation: $4,200
Total: $97,359
Name: Davey Lewis (4)
Fees Earned: $55,476
All Other Compensation: $3,000
Total: $58,476
(4) Mr. Lewis joined the Board on January 12, 2022.
Name: Candice Li
Fees Earned: $91,492
All Other Compensation: $1,500
Total: $92,992
Name: Micelle Savoy
Fees Earned: $108,086
All Other Compensation: $1,000
Total: $109,086
Name: Scott Sweatman (5)
Fees Earned: $45,540
All Other Compensation: –
Total: $45,540
(5) Mr. Sweatman retired from the Board effective January 12, 2022.
Name: David Weger
Fees Earned: $91,492
All Other Compensation: $4,200
Total: $95,692
Note: 'All Other Compensation' includes travel fees paid to directors who are required to travel across two provinces for meetings, and per diems, which are paid when a director is required to conduct business on behalf of the Board other than attendance at seminars, trade association meetings, training, or for preparation for Board and/or committee meetings.
The executive compensation program at NAV CANADA consists of the following elements (referred to as the
total compensation program):
The compensation of Executive Officers, other than the President and CEO, is recommended by the President and CEO and reviewed and approved by the Committee. The compensation of the President and CEO is recommended by the Committee and reviewed and approved by the Board.
Base salaries for all Executive Officers, including that of the President and CEO, are designed to be competitive and are determined on the basis of outside market data as well as individual performance, responsibilities and experience level. All Executive Officers receive base salaries. Base salaries are reviewed annually by the Committee.
In response to the COVID-19 pandemic, the Executive Officers volunteered to reduce their base salaries indefinitely effective April 2, 2020. This reduction, which was approved by the Committee, consisted of a 10% reduction to the base salary of the past President and CEO, a 20% reduction to the base salary for the current President and CEO and a 5% to 17% reduction to the base salaries of each of the other remaining Executive Officers (Executive Salary Reduction Program). However, their pension and benefits were based on compensation prior to these reductions. The Committee approved the discontinuance of the temporary Executive Salary Reduction Program effective January 1, 2022.
Base salaries for fiscal 2022 for the five highest paid executive officers were as follows:
Name: Raymond G. Bohn
Position: President and CEO
Annual Base Salary: $555,333
Name: Mark Cooper
Position: Vice President, Chief Technology and Information Officer
Annual Base Salary: $358,917
Name: Donna Mathieu
Position: Vice President and Chief Financial Officer
Annual Base Salary: $337,584
Name: Leigh Ann Kirby
Position: Vice President, Chief Legal Officer and Corporate Secretary
Annual Base Salary: $319,583
Name: Ben Girard
Position: Vice President and Chief of Operations
Annual Base Salary: $270,417
The Code of Conduct is designed to govern the conduct of all directors and officers, and the disclosure and avoidance of conflicts of interest. This disclosure is updated annually, or more frequently, as required. All of the Company’s directors and officers have signed a Code of Conduct and Conflict of Interest declaration. During fiscal 2022, no proceedings were taken against any director or officer by the Board under the Code of Conduct.
In addition, NAV CANADA has a Code of Business Conduct (Code of Business Conduct) which applies to all directors, officers and employees of the Company. Copies of both the Code of Conduct and the Code of Business Conduct are available on the Company’s website and on SEDAR at www.sedar.com.Open a new window The Corporate Governance Committee has responsibility for reviewing with the Board and management the results of an annual review of compliance with the Code of Conduct.
Directors and executive officers of the Company who hold office as a director, officer or elected official of another entity or who are an associate or employee of another entity that might be in conflict with their duty or interest towards the Company, must file a written declaration to this effect with the Company. No director or officer who is in such a position may participate in the consideration of any transaction or agreement in which such other entity has an interest.
The Code of Business Conduct, which applies to all employees, directors and officers of the Company is reviewed and approved by the Board and complies with the requirements of National Policy 58-201 Corporate Governance Guidelines. The Board is committed to bringing the highest degree of honesty, integrity and ethical conduct to the Company’s operations and business relationships. This commitment is reflected in the NAV CANADA vision and values, as well as in all dealings with employees, customers, bargaining agents, suppliers, and other stakeholders. The Code of Business Conduct describes how that commitment is put into everyday practice.
The Company has in place policies and processes on whistleblowing. The NAV CANADA whistleblowing system, called SENTINEL, is confidential and independently managed, and has procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls, auditing or pension plan matters, as well as reporting of serious ethical, legal, fraudulent or other concerns that could harm the reputation and/or financial standing of the Company. SENTINEL ensures that employees have an outlet for reporting concerns relating to the Company that are not being addressed through existing channels. Concerns regarding accounting, internal controls or auditing matters are directed to the Chair of the Audit & Finance Committee, concerns relating to pension plan matters are directed to the Chair of the Pension Committee and serious ethical, legal, fraudulent or other concerns are directed to the Chair of the Board.
In addition, the Company has a confidential safety reporting program, called ARGUS+, which provides employees with the opportunity to identify potential hazards while remaining anonymous. ARGUS+ ensures that employees who recognize a potential hazard can report their concerns confidentially. Every employee and manager is encouraged to use the ARGUS+ program, without fear of recrimination.
The Board, officers and management of the Company are committed to an active disclosure culture. The Company’s Corporate Disclosure PolicyOpen a new window ensures communications to the investing public are timely, accurate, consistent, informative, compliant with legal and regulatory requirements and are broadly disseminated.