Board_Candidate_ Information_ Kit by peirongw





Dear Prospective Board Candidate: Thank you for your interest in becoming a director of Alterna Savings. The Board elections will take place at our Annual General Meeting (AGM) on April 6, 2010 at 6:00 p.m., at the Hampton Inn and Conference Centre in Ottawa with simultaneous coverage at the Metro Toronto Convention Centre, Constitution Hall. This kit contains the Official Nomination Form, provides information about the nomination process, candidate eligibility criteria, Alterna Savings Election Campaign Policy and general information about Alterna Savings and credit unions. More information on Alterna Savings is available at To assist those who are interested in considering candidacy, the Board appoints a Nominating Committee each year. The Committee‟s role is to ensure the members are fully informed of the elections; to consider the desired skills and capabilities of candidates and of the Board as a whole; to recruit qualified candidates and to bring forward a sufficient number of candidates to ensure that an election takes place. The Board of Directors has tasked the Nominating Committee to assess not only that all the candidates meet the minimum qualifications in place, but also which candidates can be 'recommended' to the membership as meeting the criteria of skills, knowledge, experience and attributes required of a director of Alterna Savings and Alterna Bank. A recommendation from the Nominating Committee will be based on the information received from the candidates through their interviews and written materials as well as a gap analysis of the Board's skills, knowledge and experience. If you have any questions about the enclosed information, you may speak with Madeleine Brillant, our Vice President Corporate Affairs, at 613-560-0850 or by email at Or if you wish to speak with me directly, please leave a message with Madeleine and I will get back to you as soon as possible. Yours truly, Mary-Lu Brennan Chair Nominating Committee


OFFICIAL NOMINATION FORM - BOARD OF DIRECTORS 2010 ELECTIONS Each Board candidacy must be supported by two other members using this form. As members of Alterna Savings, we are pleased to nominate:

(Print candidate‟s name)

to stand for election to the Board at the 2010 Annual Meeting of Alterna Savings. Nominator Name 1. 2. Acceptance of Nomination I accept this nomination as a candidate for election to the Alterna Savings Board. Signature of Candidate1 Member Number Date Signature of Nominator Member #

Candidate Information: E-mail address: Telephone (day): Telephone (evening): _________________________________________________ _________________________________________________ _________________________________________________

Included with this Nomination Form are the following documents: Completed Areas of Expertise/Experience Assessment (page 4) Completed Skill/Capability Assessment (page 5) Biography (maximum 300 words) (please submit in Word format) Contribution statement (maximum 300 words) (please submit in Word format)

_____ _____ _____ _____

By signing this form, you declare that you meet the Board Candidate Eligibility Requirements outlined on page 7 of this document and agree to submit to a credit and criminal record check. You also agree to respect the requirements of the Election Campaign Policy outlined on page 10.


Instructions Candidates should return the Areas of Expertise/Experience Assessment (page 4) and the Skill/Capability Assessment (page 5) with the Official Nomination Form. Candidates should also submit a short biography (strict maximum of 300 words) and a statement indicating the contribution they would make to the Board (strict maximum of 300 words) for inclusion in the information packages to be posted on Alterna Savings‟ Internet site, to be available at branches and to be distributed to all members attending the AGM2. As these documents will be translated into French by Alterna Savings, they must be provided in Word format to facilitate the translation process. Candidates who meet the minimum requirements will be invited to an interview with the Nominating Committee, to take place on January 13, 14 or 15, 2010. Each candidate will be given the opportunity to have a photograph taken and to record a short message (up to a maximum of three minutes) for members voting in advance of the AGM of Alterna Savings. Further, candidates are expected to make a short speech (maximum of 2 minutes) at the AGM. On-line voting takes place prior to the AGM. Members who wish to vote in person can do so at the AGM. The deadline for receipt of your Nomination Form, Biography, and Contribution Statement is Tuesday, DECEMBER 15, 2009 at 12:00 noon eastern standard time. Your material may be sent by the following methods:  handed in at any Alterna Savings branch  faxed to 613-560-0177 to the attention of Madeleine Brillant  e-mailed to  mailed to: Madeleine Brillant Vice President Corporate Affairs Alterna Savings 400 Albert Street Ottawa, Ontario K1R 5B2. No matter which method of delivery is used, it must be received by 12:00 Noon Eastern Standard Time on Tuesday, December 15, 2009. This is a firm deadline and there will be no extension and no exception.

By signing the Official Nomination Form, you agree that your biography and contribution statement will be posted on Alterna Savings‟ Internet site, made available at branches, and distributed to members at the AGM. 3

AREAS OF EXPERTISE / EXPERIENCE ASSESSMENT Name: ___________________________________ Please indicate your area(s) of expertise/experience by indicating E (expert), V (very competent), K (knowledgeable) and NA (Not Applicable) next to the applicable items within the following list. See below for definitions of E, V, K and NA.

1. Financial expertise 2. Senior management 3. Upper middle management 4. Entrepreneurial 5. Self-employment 6. Legal 7. Information technology planning and implementation3 8. Enterprise-wide risk management 9. Community economic development 10. Co-operatives (other than credit unions) 11. Corporate social responsibility 12. Mergers and acquisitions 13. Regulatory environment 14. Strategic planning 15. Other area of expertise/experience. Please specify:

Expert: You possess a degree/diploma/certificate in a skill area and/or have work experience in that same area. Very Competent: You have direct, successful experience in an area as part of your work or volunteer activities. Knowledgeable: You possess knowledge of the basic fundamentals and concepts that are encountered in this skill area. Not Applicable: The area of expertise/experience does not apply to you.

The skill areas shown in bold and underlined are those that the Nominating Committee has determined, through a skill gap analysis exercise, are particularly important for 2010.


Please return the completed Areas of Expertise/Experience Assessment with the Official Nomination Form, your biography and contribution statement (See page 4) and Skill/Capability Assessment (this page).

SKILL / CAPABILITY ASSESSMENT Name: ___________________________________ Alterna Savings expects that each Director will bring to the Board a certain level of knowledge and experience, demonstrate certain attributes, and adhere to certain principles. The following questions will help you to assess the extent to which you meet these expectations. Please indicate yes or no in the space provided. 1. Do you meet the Board Candidate Eligibility Requirements? (see page 7) 2. To the best of your knowledge, are you free of any conflict of interest? (e.g. you can‟t be an employee of Alterna Savings or Alterna Bank or of its regulators, you can‟t be an employee or a Director of a competing financial institution.) 3. Do you have sufficient time and energy to devote to the performance of duties as a member of the Board of Directors (see page 6)? 4. Do you have good oral and written communication skills? 5. In your personal and professional dealings, do you demonstrate integrity, high ethical standards and respect of privacy and confidentiality? 6. Are you willing to assume the responsibilities associated with the role of Director? 7. Are you financially literate (i.e. able to read and understand financial statements and financial reports, and assess the implications of these documents?) 8. Do you have experience serving on boards or committees of organizations that have large budgets and make complex decisions? 9. Can you distinguish between the Board‟s role and Management‟s role? 10. Do you have experience as the Chair of a Board or a Committee that follows a formal „Rules of Order‟ format? 11. Can you recognize and assess business risks and strategic opportunities? 12. Do you demonstrate the ability to think, act and speak independently and with conviction and confidence? 13. Do you have experience demonstrating that you can conceptualize and think strategically and that you possess good problem solving and interpersonal skills? 14. Do you have access to a computer, printer and the Internet? ____ ____

____ ____ ____ ____ ____ ____ ____ ____ ____ ____ ____



Positions Available This year, members will be electing candidates to fill five positions. All positions will be elected for a three-year term. Board Structure and Process The Board currently has five standing committees: a Governance Committee; a Finance and Audit Committee; a Member Relations Committee; a Human Resources Committee and a Nominating Committee. Time Commitment Below is an estimate of the amount of time necessary to fulfill your role as a Director. Each director is expected to prepare for and attend Board meetings and to sit on at least one of the Board Committees. In addition, Board members are expected to attend two Board Retreats, in the Spring and in the Fall. Item Board meeting Minimum Estimated Time (not including travel) Board meetings can last between 4 and 6 hours per meeting. They can take place during the day or the evening. The meetings are held either through videoconferencing between 400 Albert Street, Ottawa, and 165 Attwell Drive, Toronto; or in person at these locations, alternating between Ottawa and Toronto. 4 –8 hours per meeting Minimum 1 evening per quarter – from 6:30 p.m. to 10:00 p.m. approx. 4 – 8 hours per meeting Spring: 1 weekend per year, starting Friday morning (10:00 a.m.) and ending Saturday at 4:00 p.m. Fall: one full day E-meetings: Number varies - 1 to 5 per quarter Monitoring of e-mails is required twice a week at a minimum and preferably more frequently. Directors are expected to attend education/training sessions and participate in community activities

Read Board package Committee Read Committee package Board planning sessions

Electronic meetings

Training and development, community involvement

Effective May 2010, Directors will receive a $7,500 annual honorarium (paid quarterly) and $325 per half day meeting that they attend. These payments are taxable as personal income.


BOARD CANDIDATE ELIGIBILITY REQUIREMENTS To serve as a Director of Alterna Savings, you must:  be 18 years of age or older.  be a member for more than one year4,  be a member in good standing,  not be an employee of Alterna or a former employee of Alterna for at least one year,  not be involved in a lawsuit against Alterna, and  be a Canadian citizen, or a person lawfully admitted to Canada for permanent residency who is ordinarily a resident in Canada. In addition, the following people are disqualified by the Ontario Credit Unions and Caisses Populaires Act (Section 92(1)): 1. One whose membership in any credit union has been terminated, other than voluntarily. 2. One who a court has decided is of unsound mind. 3. One who is an undischarged bankrupt or who has been discharged as a bankrupt in the 5 years preceding the date on which she or he may be elected as a director. 4. One who is unable to obtain a bond of an insurer licensed under the Insurance Act to write surety and fidelity insurance. 5. One who is more than 90 days in arrears in the payment of a debt owed to the credit union unless the credit union has agreed to extend the time for repayment. 6. One who is listed as a person within the meaning of the United Nations Suppression of Terrorism Regulations under the United Nations Act (Canada). 7. One who has been convicted, in the five years preceding the date on which he or she may be elected as a director, of an offence as described in section 92 (3) of the Credit Unions and Caisses Populaires Act5 and who has not received a pardon for the offence. 8. One whose membership in a professional association has been terminated, in the five years preceding the date on which he or she may be elected as director, for professional misconduct. 9. An employee of the credit union or a league in which the credit union is a member, or his or her spouse, parent or child. 10. A professional advisor who provides services to the credit union in his or her professional capacity or who has provided such services in the three years preceding the date on which he or she may be elected as a director. 11. An employee of the Deposit Insurance Corporation of Ontario (“Corporation”).
4 5

You have to have been a member in good standing since December 15, 2008 The Credit Unions and Caisses Populaires Act can be accessed at


12. A public servant employed under Part III of the Public Service of Ontario Act, 2006 whose employment duties include regulating credit unions. 13. One who has not met the training requirements6 or qualifications for directors established by the credit union. 14. One who has not met any reasonable condition or qualification set out in the bylaws of the credit union.

The Credit Unions and Caisses Populaires Act also requires Board candidates to disclose if they are a party to a material contract or proposed material contract with the credit union. You must include the disclosure with your submission if you: a) Are a party to a material contract or proposed material contract with the credit union; b) Are a director or an officer of an entity that is a party to a material contract or proposed material contract with the credit union; c) Have a material interest in a person who is a party to a material contract or proposed material contract with the credit union; or d) Are a spouse, parent or child of an individual who is a party to a material contract or proposed material contract with the credit union.


As of August 10, 2009, there are no mandatory training requirements set by Alterna Savings


DIRECTOR QUALIFICATIONS The Board of Alterna Savings has adopted a policy as it relates to its expectations regarding the qualifications of individual Directors and the Board as a whole. Throughout their tenure, all Directors must meet the legal qualifications for Directors set out in the Credit Unions and Caisses Populaires Act and in the By-laws of Alterna Savings. Alterna expects each Director to meet certain individual qualifications and the Board as a whole to possess knowledge and experience relevant to its mandate and operations. In general, Directors shall have the ability to act in the best interest of the Credit Union as a whole, and independently of any particular interest arising as a result of any previous, existing or future relationship with the Credit Union, its members, or suppliers. Board members must have the ability to operate “as a team” at the Board level and to be able to “speak with one voice” once a full discussion has been undertaken and a decision has been made by the Board in accordance with its governance policies. The Board of Directors as a whole shall be broadly representative of its membership. As a group, the Directors shall possess knowledge and experience relevant to Alterna‟s mandate and operations. Alterna Savings is a large and complex credit union. In fulfilling its fiduciary and duty of care responsibilities on behalf of the members, the Board of Directors provides oversight, due diligence, and strategic direction. It is essential that the directors, collectively, have the skills, qualifications, and expertise to carry out these responsibilities. To meet this goal, the Board considers that it should have a minimum of:  3 directors who are financial experts  2 directors who have senior management experience  2 directors with upper middle management, entrepreneurial or self-employment experience  1 director with legal expertise  1 director with information technology planning and implementation expertise/experience  1 director with enterprise-wide risk management experience. In addition, the Board believes that other valuable skill, expertise, or qualification areas include: Community Economic Development, Co-Op experience, Corporate Social Responsibility, Mergers and Acquisitions, Regulatory Environment and Strategic Planning.


ELECTION CAMPAIGN POLICY7 The Board of Directors determines the method and the manner in which candidates are permitted to campaign for election. Non-compliance with the following policy may result in a candidate’s disqualification, if the Nominating Committee so determines. 1. 0 CANDIDATE INFORMATION PROVIDED TO MEMBERS

The Nominating Committee ensures that the following information about each candidate is made available to members through its website, in branches and at the Annual General Meeting, in English and French: 1.1 Picture – Alterna shall arrange to have the candidate‟s picture taken and posted to the Alterna website at its own expense Biography – As submitted by the candidate, according to the requirements outlined in the Board Candidate Information Kit. Alterna shall translate the candidate‟s biography as required. Contribution Statement – As submitted by the candidate, according to the requirements outlined in the Board Candidate Information Kit. Alterna shall translate the candidate‟s contribution statement as required. Voice Over – Alterna shall arrange to have a message recorded by each candidate at its own expense. Speech at AGM - Each candidate is provided with the opportunity to address members at the Annual General Meeting.





The Nominating Committee„s Report shall inform the members as to which candidates are recommended to become a Director. The Report shall precede the candidate information made available on-line and at the branches, and in the AGM package. In addition, candidates may notify their friends, colleagues, acquaintances and networks of their candidacy, and may „work the room‟ prior to the start of the Annual General Meeting. 2.0 CAMPAIGNING RULES The Board of Directors believes that the above measures provide the opportunity for candidates to campaign in a fair, open and transparent manner. Campaigning activities beyond the above are strictly prohibited. For more clarity, these include but are not limited to:


Approved by the Board of Directors on September 24, 2009


 

No candidate shall interfere with the duties or seek assistance from any employee of Alterna or any member of the Nominating Committee in connection with the election. Candidates shall not campaign on Alterna premises or interfere with nor impede any members of Alterna.

3.0 NON-ADHERENCE TO THE POLICY Non-adherence to the Election Campaign Policy may result in a candidate‟s disqualification. If disqualified, within 24 hours, the Nominating Committee shall give written notice of such disqualification to the candidate and the notice shall specify the reason(s) for the disqualification. 3.1 Impact of Candidate Disqualification Once a candidate has been disqualified, no vote cast in favour of this candidate shall be counted in the tally of ballots, but the ballots shall not otherwise deemed to be void. 3.2 Clarification Candidates who are unsure of the intent of any part of this policy shall contact the Chair of the Nominating Committee for clarification. 3.3 Dispute Any dispute regarding interpretation, application or alleged violation of these guidelines shall be dealt with by the Nominating Committee. The decision of the Nominating Committee shall be final, non appealable and binding. 4.0 ROLES AND RESPONSIBILITIES The Board of Directors of Alterna Savings is responsible, through the Nominating and Governance Committees, to review this policy annually.


Nomination and Election Process
Candidates should ensure they are available on: January 13,14 & 15 / January 27 & 28 / April 6 1. Information session for interested Board candidates Held via video conferencing between 402 Albert Street and 165 Attwell Drive 2. Deadline to submit the Official Nomination Form and other required material 3. Interviews of candidates by Nominating Committee Held via video conferencing between 402 Albert Street and 165 Attwell Drive 4. Nominating Committee determines which candidates are recommended and informs each candidate of the decision 5. Candidates have their photograph taken and record their voice over (maximum of 3 minutes) at 402 Albert Street, Ottawa, or 165 Attwell Drive, Toronto 6. The following is posted on Alterna‟s website and is available in the branches:  Notice of Annual Meeting  Nominating Committee Report with recommendation of candidates  Each candidate‟s photograph, recorded statement, printed biography and contribution statement 7. In branch and electronic vote begins 8. In branch and electronic vote ends 9. Annual General Meeting  Each candidate makes a 2 minute speech  The results of the election are announced 10. The Nominating Committee asks each candidate to respond to a questionnaire about their experience and any suggestions for improvements 11. The Nominating Committee calls each unsuccessful candidate for a debriefing. Date Monday, November 9, 2009 Tuesday, December 15, 2009 at noon EST Wednesday, Thursday or Friday, January 13, 14 or 15, 2010 By Friday, January 22, 2010 Wednesday and /or Thursday, January 27 and/or 28, 2010 February 24, 2010

March 1, 2010 April 1, 2010 April 6, 2010

By end of April 2010

By end of April 2010


THE PHILOSOPHY OF CREDIT UNIONS8 Credit unions are based on a philosophy of co-operation, equality, equity and mutual selfhelp. DEMOCRATIC STRUCTURE Open and Voluntary Membership Membership in a credit union is voluntary and open to all within the accepted common bond of association that can make use of its services and are willing to accept the responsibilities of membership. Democratic Control Credit union members enjoy one vote (one member, one vote) and participate in decisions affecting the credit union, without regard to the amount of their savings or deposits at the credit union. Non-Discrimination Credit unions are non-discriminatory in relation to race, nationality, sex, sexual orientation, religion or politics. SERVICE TO MEMBERS Distribution to Members The surplus arising out of the operations of the credit union after ensuring appropriate reserve levels and after payment of dividends belongs to and benefits all members with no member or group of members benefiting to the detriment of others. This surplus may be distributed among members in proportion to their transactions with the credit union as interest or patronage refunds, or directed to improved or additional services required by members. CREDIT UNION STRUCTURE A credit union is a co-operative organization, which means each member has an equal vote in electing directors to the Board. This democratic structure ensures that the business is run for the benefit of the memberowners and not for the profit of outside investors.


More information can be found at


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