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 (NI 52-110).
NAV CANADA represents a unique consensus among the major stakeholders in Canada’s civil air navigation system (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 2024.
Board: 8/8
Audit & Finance Committee**: 2/2
Corporate Governance Committee: 4/4
Transformation Committee**: 2/2
Human Resources & Compensation Committee**: 9/9
Pension Committee**: 4/4
Safety Committee: 2/2
* The Board elected Ms. Savoy to serve as the Chair of the Board on January 10, 2024. She also became a member of the Safety Committee and ceased being a member of each of the Human Resources & Compensation Committee and the Pension Committee on the same date.
** ex officio member.
Corporate Director.
Board: 8/8
Audit & Finance Committee*: 3/3
Safety Committee*: 2/2
Transformation Committee: 3/3
* Ms. Baig joined the Safety Committee and the Pension Committee on January 10, 2024. She subsequently stopped serving as a member of each of the Audit & Finance Committee and the Pension Committee on January 31, 2024. No Pension Committee meetings were held while Ms. Baig was a member of that committee.
Managing Director and Chief Executive Officer of École de technologie supérieure. Former Vice President, Business Development Operations Leader, Transportation at Stantec Inc. from November 2022 to May 2024. From June 2016 to June 2022, President of Ordre des Ingénieurs du Québec.
Board: 8/8
Corporate Governance Committee**: 3/3
Human Resources & Compensation Committee: 8/9
Transformation Committee: 3/3
* At the completion of the Company’s annual meeting in January 2025, Mr. Barrett will have served his 12-year maximum term on the Board.
** Mr. Barrett was a member of the Corporate Governance Committee until January 10, 2024.
Co-CEO and Chair of Barrett Corporation.
Board: 8/8
Pension Committee: 4/4
Safety Committee: 4/4
President and CEO of the Company from February 1, 2021. From September 1, 2020 to January 31, 2021, Mr. Bohn was Vice President & Chief Human Resources Officer. Mr. Bohn was Executive Vice President, Human Resources, Communications & Public Affairs from September 1, 2017 to August 31, 2020.
Board: 8/8
Corporate Governance Committee: 4/4
Safety Committee: 4/4
* At the completion of the Company’s annual meeting in January 2025, Mr. DiLollo will have served his 12-year maximum term on the Board.
Managing Director, Capital Solutions at Caisse de dépôt et placement du Québec (CDPQ).
Board: 8/8
Pension Committee: 4/4
Safety Committee: 4/4
Transformation Committee: 3/3
From May 2014 to June 2020, President & Chief Executive Officer of CATCA.
Board: 8/8
Corporate Governance Committee: 4/4
Human Resources & Compensation Committee: 9/9
Transformation Committee: 3/3
* At the completion of the Company’s annual meeting in January 2025, Ms. DuPont will have served her 12-year maximum term on the Board.
Corporate Director.
Board: 8/8
Human Resources & Compensation Committee: 9/9
Safety Committee*: 4/4
Transformation Committee*: 2/2
* Mr. Grégoire joined the Transformation Committee and the Corporate Governance Committee on January 10, 2024, at which time he ceased being a member of the Safety Committee. He subsequently stopped serving as a member of the Corporate Governance Committee on January 31, 2024. No Corporate Governance Committee meetings were held while Mr. Grégoire was a member of that committee.
Corporate Director.
Board: 4/4
Audit & Finance Committee: 2/2
Transformation Committee: 2/2
Corporate Director. From January 2017 to April 2023, Executive Vice President and Chief Commercial Officer at Air Canada.
Board: 8/8
Human Resources & Compensation Committee: 9/9
Pension Committee: 4/4
Corporate Director.
Board: 8/8
Audit & Finance Committee: 5/5
Corporate Governance Committee: 4/4
Corporate Director.
Board: 8/8
Audit & Finance Committee: 5/5
Pension Committee: 4/4
Chief Financial Officer at Transdev Canada. 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: 8/8
Audit & Finance Committee: 5/5
Corporate Governance Committee*: 1/1
Human Resources & Compensation Committee: 9/9
Pension Committee: 4/4
*Ms. Morgan-Silvester joined the Corporate Governance Committee on January 10, 2024.
Corporate Director.
Board: 4/4
Audit & Finance Committee: 2/2
Corporate Governance Committee: 1/1
Pension Committee: 2/2
Corporate Director. From October 2021 to January 2024, President of the National Research Council of Canada (NRC), and from September 2020 to October 2021, President of the Public Health Agency of Canada. President of the NRC from August 2016 to September 2020.
Board: 8/8
Audit & Finance Committee: 5/5
Pension Committee*: 2/2
Safety Committee: 4/4
* Mr. Weger joined the Pension Committee on January 10, 2024.
Corporate Director.
Kathy Baig
Fees Earned: $110,250
All Other Compensation: $1,500
Total: $111,750
Edward Barrett
Fees Earned: $125,250
All Other Compensation: $7,500
Total: $132,750
Raymond G. Bohn (1)
Fees Earned: -
All Other Compensation: -
Total: -
(1) As President and CEO, Mr. Bohn does not receive directors’ fees.
Paul Brotto (2)
Fees Earned: $62,625
All Other Compensation: -
Total: $62,625
(2) Mr. Brotto retired from the Board effective January 10, 2024.
Marc Courtois (3)
Fees Earned: $80,701
All Other Compensation: -
Total: $80,701
(3) Mr. Courtois retired from the Board effective January 10, 2024.
Michael DiLollo
Fees Earned: $125,250
All Other Compensation: $1,500
Total: $126,750
Peter Duffey
Fees Earned: $110,250
All Other Compensation: $1,500
Total: $111,750
Bonnie DuPont
Fees Earned: $132,750
All Other Compensation: $7,250
Total: $140,000
Marc Grégoire
Fees Earned: $110,250
All Other Compensation: $1,500
Total: $111,750
Lucie Guillemette (4)
Fees Earned: $70,572
All Other Compensation: $1,500
Total: $72,072
(4) Ms.Guillemette joined the Board on January 10, 2024.
Kevin Howlett
Fees Earned: $117,750
All Other Compensation: $6,000
Total: $123,750
Davey Lewis
Fees Earned: $110,250
All Other Compensation: $6,000
Total: $116,250
Candice Li
Fees Earned: $132,750
All Other Compensation: $6,000
Total: $138,750
Sarah Morgan-Silvester
Fees Earned: $117,750
All Other Compensation: $7,250
Total: $125,000
Michelle Savoy (5)
Fees Earned: $199,307
All Other Compensation: $1,500
Total: $200,807
(5) Ms. Savoy receives an annual fee as Chair of the Board and no other additional fees for attendance of meetings. She is entitled to reimbursement for travel fees. As Chair of the Aireon Board, Ms. Savoy receives an annual retainer and fees for attendance of meetings.
Iain Stewart (6)
Fees Earned: $66,635
All Other Compensation: $1,500
Total: $68,135
(6) Mr. Stewart joined the Board on January 23, 2024.
David Weger
Fees Earned: $110,250
All Other Compensation: $7,500
Total: $117,750
Note: 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 of the Company (Executive Officers), other than the President and CEO, is recommended by the President and CEO and reviewed and approved by the Human Resources & Compensation Committee. The compensation of the President and CEO is recommended by the Human Resources & Compensation 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 Human Resources & Compensation Committee.
Base salaries for fiscal 2024 for the five highest paid Executive Officers were as follows:
Raymond G. Bohn
Position: President and CEO
Annual Base Salary: $700,000
Donna Mathieu
Position: Vice President and Chief Financial Officer
Annual Base Salary: $416,000
Mark Cooper
Position: Vice President, Chief Technology and Information Officer
Annual Base Salary: $395,000
Diana Kelly
Position: Vice President and Chief Human Resources Officer
Annual Base Salary: $314,000
Marie-Pier Berman
Position: Vice President and Chief of Operations
Annual Base Salary: $290,000
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 declaration. During fiscal 2024, 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.sedarplus.com. 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 Code of Business Conduct is not simply a list of rules. It is intended to help employees, directors and officers maintain the very high standard of ethical behaviour expected of a company entrusted with public safety. Throughout the Code of Business Conduct, employees, directors and officers are directed to appropriate internal review and redress mechanisms available within the Company to address specific situations and potential violations. Examples of internal review and redress mechanisms include the Alternate Dispute Resolution Process, the Workplace Accommodation Right of Review Process, the Official Languages Internal Complaints Procedure, the Harassment Occurrence Resolution Process, grievance processes available to unionized employees, and the Internal Complaints Resolution Process.
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 Policy (available on the Company’s website) ensures communications to the investing public are timely, accurate, consistent, informative, compliant with legal and regulatory requirements and are broadly disseminated.