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EXECUTIVE
MANAGEMENT
TEAM

 
Andrew J Kreigler

ANDREW J. KRIEGLER

President And CEO
Lucy Becker

LUCY BECKER

Vice-President, Public Affairs and Member Education Services
Claudyne Bienvenu

CLAUDYNE BIENVENU

Vice-President, Québec and Atlantic Canada
Ian Campbell

IAN CAMPBELL

Chief Information Officer
Warren Funt

WARREN FUNT

Vice-President, Western Canada
Doug Harris

DOUG HARRIS

Vice-President, General Counsel and Corporate Secretary
Victoria Pinnington

VICTORIA PINNINGTON

Senior Vice-President, Market Regulation
Elsa Renzella

ELSA RENZELLA

Senior Vice-President, Registration and Enforcement
Wendy Rudd

WENDY RUDD

Senior Vice-President, Member Regulation and Strategic Initiatives
Shuaib Shariff

SHUAIB SHARIFF

Senior Vice-President, Finance and Administration

GOVERNANCE
REPORT

BOARD OF DIRECTORS

 
 

The Recognition Orders set out by the Canadian Securities Administrators (CSA) provide that IIROC’s governance structure and arrangements must ensure fair, meaningful and diverse representation on its Board of Directors and any committees of the Board, including a reasonable proportion of independent directors. IIROC also reviews its governance on an ongoing basis to ensure that there is a proper balance between, and effective representation of, the public interest and the marketplaces, dealers and other entities desiring access to the services provided by IIROC.

 
Andrew J Kriegler   ANDREW J. KRIEGLER
(JOINED NOVEMBER 2014)
President and CEO, IIROC
TORONTO, ONTARIO
 
 
 
 
Marianne Harris   M. MARIANNE HARRIS, CHAIR
(JOINED SEPTEMBER 2010)
Corporate Director (Independent)
TORONTO, ONTARIO
Member of Finance, Audit and Risk Commitee
 
 
 
Paul Allison   PAUL D. ALLISON, VICE-CHAIR
(JOINED OCTOBER 2013)
Industry Director, Chairman and CEO, Raymond James Ltd.
TORONTO, ONTARIO
Member of Human Resources and Pension Committee
 
 
 

All IIROC Directors are responsible for ensuring that IIROC serves the public interest in protecting investors and market integrity, by articulating and ensuring it meets a clear public interest mandate for its regulatory functions.

Seven of IIROC’s 15 Directors are Independent Directors who are not affiliated with an IIROC member. In addition, the Corporate Governance Committee – which is charged with overseeing IIROC’s governance – is made up entirely of Independent Directors.

We also pay close attention to ensuring that the Dealer Directors on the IIROC Board represent a wide range of dealers. Of our five Dealer Directors, three are from independent firms, two of which are based in Western Canada.

We believe that the IIROC Board is uniquely positioned to act in the public interest to protect investors and market integrity and support healthy capital markets across Canada.

 

Industry Directors

 
Rita Achrekar   RITA ACHREKAR
(JOINED SEPTEMBER 2015)
Senior Vice-President, Global Risk Management, Scotiabank
TORONTO, ONTARIO
Member of Finance, Audit and Risk Committee
 
 
 
Jean-Paul Bachellerie   JEAN-PAUL BACHELLERIE
(JOINED SEPTEMBER 2013)
President and COO, PI Financial Corp.
VANCOUVER, BRITISH COLUMBIA
Member of Human Resources and Pension Committee
 
 
 
Holly Benson   HOLLY A. BENSON
(JOINED JANUARY 2015)
Vice-President, Finance and CFO, Peters & Co. Limited
CALGARY, ALBERTA
Member of Finance, Audit and Risk Committee
 
 
 
Luc Fortin   LUC FORTIN
(JOINED JANUARY 2018)
President and CEO, Montréal Exchange and Global Head of Trading, TMX Group
MONTRÉAL, QUÉBEC
Member of Finance, Audit and Risk Committee
 
 
 
Luc Paiement   LUC PAIEMENT
(JOINED SEPTEMBER 2016)
Executive Advisor, National Bank Financial
MONTRÉAL, QUÉBEC
Member of Human Resources and Pension Committee
 
 
 
Thomas A. Wittman   THOMAS A. WITTMAN
(JOINED SEPTEMBER 2016)
Executive Vice-President of Nasdaq and Head of Global Trading and Market Services
PHILADELPHIA, U.S.A.
Member of Human Resources and Pension Committee
 
 
 

As noted above, Paul D. Allison is an Industry Director.

Independent Directors

 
Michèle Colpron   MICHÈLE COLPRON
(JOINED SEPTEMBER 2017)
Corporate Director
MONTRÉAL, QUÉBEC
Member of Finance, Audit and Risk Committee
 
 
 
James Donegan   JAMES DONEGAN
(JOINED SEPTEMBER 2012)
Corporate Director
TORONTO, ONTARIO
Member of Corporate Governance Committee, Member of Finance, Audit and Risk Committee
 
 
 
Brian Heidecker   BRIAN HEIDECKER
(JOINED SEPTEMBER 2011)
Corporate Director
EDMONTON, ALBERTA
Member of Corporate Governance Committee, Member of Finance, Audit and Risk Committee
 
 
 
Edward Iacobucci   EDWARD IACOBUCCI
(JOINED SEPTEMBER 2012)
Dean, Faculty of Law, University of Toronto
TORONTO, ONTARIO
Member of Corporate Governance Committee
 
 
 
Gerry O'Mahoney   GERRY O’MAHONEY
(JOINED SEPTEMBER 2013)
Principal and Founder, Tralee Capital Markets
OAKVILLE, ONTARIO
Member of Corporate Governance Committee
 
 
 
Catherine Smith   CATHERINE SMITH
(JOINED SEPTEMBER 2012)
Corporate Director
TORONTO, ONTARIO
Member of Corporate Governance Committee, Member of Human Resources and Pension Committee
 
 
 

As noted above, M. Marianne Harris (Chair) is an Independent Director.

 

Resigned as Industry Director

NICHOLAS THADANEY
(JOINED SEPTEMBER 2015)
President and CEO, Global Equity, Capital Markets, TMX Group
TORONTO, ONTARIO
Member of Finance, Audit and Risk Committee
 

2017-2018 BOARD MEETINGS

April 2017 to March 2018 Board Meetings

A total of 28 meetings were held during the fiscal year ended March 31, 2018.
Below is a breakdown of attendance.

 
Director Board of Directors Finance and Audit Finance and Audit Special Corporate Governance Human Resources and Pension Human Resources and Pension Special Regulatory Rules Brief Total Compensation
Rita Achrekar 5/6 5/5 1/1 N/A N/A N/A 5/5  
Paul D. Allison 6/6 N/A N/A N/A 3/3 2/2 4/5  
Jean-Paul Bachellerie 6/6 N/A N/A N/A 3/3 2/2 5/5  
Holly A. Benson 6/6 5/5 1/1 N/A N/A N/A 5/5  
Michèle Colpron** 4/4 3/3 1/1 N/A N/A N/A 4/4 $36,811.29
James Donegan** 6/6 5/5 1/1 6/6 3/3 2/2 5/5 $62,303.85
Luc Fortin 1/2 1/1 0/1 N/A N/A N/A 0/1  
Mike Gagné* 2/2 2/2 N/A N/A N/A N/A 1/1 $23,202.72
M. Marianne Harris** 6/6 5/5 1/1 4/4 3/3 2/2 5/5 $67,512.73
Brian Heidecker** 6/6 5/5 1/1 6/6 N/A N/A 5/5 $54,543.25
Edward Iacobucci** 6/6 N/A N/A 6/6 N/A N/A 5/5 $44,724.75
Andrew J. Kriegler 6/6 5/5 1/1 6/6 3/3 1/1 5/5  
Gerry O'Mahoney** 6/6 N/A N/A 6/6 N/A N/A 5/5 $48,025.00
Luc Paiement 6/6 N/A N/A N/A 3/3 2/2 3/5  
Catherine Smith** 6/6 N/A N/A 6/6 3/3 2/2 5/5 $56,483.73
Nicholas Thadaney* 4/4 3/3 N/A N/A N/A N/A 4/4  
Thomas A. Wittman 3/6 N/A N/A N/A 1/3 0/2 3/5  
*   Director stepped down during the year.
**   Only Independent Directors get compensated by IIROC.

April 2017 to March 2018 Board Meetings

A total of 28 meetings were held during the fiscal year ended March 31, 2018.
Below is a breakdown of attendance.

 
RITA ACHREKAR  
MEETINGS ATTENDANCE
Board of Directors 5/6
Finance & Audit 5/5
Finance & Audit Special 1/1
Corporate Governance N/A
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 5/5
Total Compensation:  
 
 
PAUL D. ALLISON  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit N/A
Finance & Audit Special N/A
Corporate Governance N/A
Human Resources & Pension 3/3
Human Resources & Pension Special 2/2
Regulatory Rules Brief 4/5
Total Compensation:  
 
 
JEAN-PAUL BACHELLERIE  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit N/A
Finance & Audit Special N/A
Corporate Governance N/A
Human Resources & Pension 3/3
Human Resources & Pension Special 2/2
Regulatory Rules Brief 5/5
Total Compensation:  
 
 
HOLLY A. BENSON  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit 5/5
Finance & Audit Special 1/1
Corporate Governance N/A
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 5/5
Total Compensation:  
 
 
MICHÈLE COLPRON**  
MEETINGS ATTENDANCE
Board of Directors 4/4
Finance & Audit 3/3
Finance & Audit Special 1/1
Corporate Governance N/A
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 4/4
Total Compensation: $36,811.29
**   Only Independent Directors get compensated by IIROC.
 
JAMES DONEGAN**  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit 5/5
Finance & Audit Special 1/1
Corporate Governance 6/6
Human Resources & Pension 3/3
Human Resources & Pension Special 2/2
Regulatory Rules Brief 5/5
Total Compensation: $62,303.85
** Only Independent Directors get compensated by IIROC.
 
LUC FORTIN  
MEETINGS ATTENDANCE
Board of Directors 1/2
Finance & Audit 1/1
Finance & Audit Special 0/1
Corporate Governance N/A
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 0/1
Total Compensation:  
 
 
MIKE GAGNÉ*  
MEETINGS ATTENDANCE
Board of Directors 2/2
Finance & Audit 2/2
Finance & Audit Special N/A
Corporate Governance N/A
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 1/1
Total Compensation: $23,202.72
*   Director stepped down during the year.
 
M. MARIANNE HARRIS**  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit 5/5
Finance & Audit Special 1/1
Corporate Governance 4/4
Human Resources & Pension 3/3
Human Resources & Pension Special 2/2
Regulatory Rules Brief 5/5
Total Compensation: $67,512.73
**   Only Independent Directors get compensated by IIROC.
 
BRIAN HEIDECKER**  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit 5/5
Finance & Audit Special 1/1
Corporate Governance 6/6
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 5/5
Total Compensation: $54,543.25
**   Only Independent Directors get compensated by IIROC.
 
EDWARD IACOBUCCI**  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit N/A
Finance & Audit Special N/A
Corporate Governance 6/6
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 5/5
Total Compensation: $44,724.75
**   Only Independent Directors get compensated by IIROC.
 
ANDREW J. KRIEGLER  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit 5/5
Finance & Audit Special 1/1
Corporate Governance 6/6
Human Resources & Pension 3/3
Human Resources & Pension Special 1/1
Regulatory Rules Brief 5/5
Total Compensation:  
 
 
GERRY O'MAHONEY**  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit N/A
Finance & Audit Special N/A
Corporate Governance 6/6
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 5/5
Total Compensation: $48,025.00
**   Only Independent Directors get compensated by IIROC.
 
LUC PAIEMENT  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit N/A
Finance & Audit Special N/A
Corporate Governance N/A
Human Resources & Pension 3/3
Human Resources & Pension Special 2/2
Regulatory Rules Brief 3/5
Total Compensation:  
 
 
CATHERINE SMITH**  
MEETINGS ATTENDANCE
Board of Directors 6/6
Finance & Audit N/A
Finance & Audit Special N/A
Corporate Governance 6/6
Human Resources & Pension 3/3
Human Resources & Pension Special 2/2
Regulatory Rules Brief 5/5
Total Compensation: $56,483.73
**   Only Independent Directors get compensated by IIROC.
 
NICHOLAS THADANEY*  
MEETINGS ATTENDANCE
Board of Directors 4/4
Finance & Audit 3/3
Finance & Audit Special N/A
Corporate Governance N/A
Human Resources & Pension N/A
Human Resources & Pension Special N/A
Regulatory Rules Brief 4/4
Total Compensation:  
*   Director stepped down during the year.
 
THOMAS A. WITTMAN  
MEETINGS ATTENDANCE
Board of Directors 3/6
Finance & Audit N/A
Finance & Audit Special N/A
Corporate Governance N/A
Human Resources & Pension 1/3
Human Resources & Pension Special 0/2
Regulatory Rules Brief 3/5
Total Compensation:  
 
 

DIRECTOR COMPENSATION

IIROC does not compensate Industry Directors for their participation on IIROC’s Board or on its Committees. IIROC compensates Independent Directors in accordance with the following framework:

 

Board

Annual retainer – $15,000 per annum

Chair of the Board – an additional $15,000 if the Chair is an Independent Director

Vice-Chair of the Board – an additional $4,000 if the Vice-Chair is an Independent Director

Board meetings of less than two hours in duration – $1,000

Board meetings of two hours or longer – $1,500

Committee

Committee Members – $1,500 per annum

Committee Chairs – $4,000 per annum

Committee meetings of less than two hours in duration – $1,000

Committee meetings of two hours or longer – $1,500

In the event that the location of a Board meeting requires an additional travel day and the Director attends in person, a supplementary travel fee of $1,000 is allowed.

Directors to be paid half the compensation of the committee member per diem attendance fee when invited by the Chair of a Board Committee to attend the Committee’s meeting, of which they are not a member.

BOARD COMMITTEE MANDATES

Corporate Governance Committee

Recommends candidates eligible to serve on the Board and its committees; reviews IIROC governance principles and practices; identifies and manages potential conflicts of interest; establishes Board self-assessment process; and appoints individuals to the Hearing Committee.

 

Finance, Audit and Risk Committee

Assists Board in oversight of: accounting and financial reporting processes; qualifications, independence and performance of IIROC’s independent auditor; IIROC’s internal control systems; and IIROC’s risk management processes.

Human Resources and Pension Committee

Ensures IIROC can attract and retain personnel with the appropriate status and experience to achieve its objectives and enhance the professionalism and effectiveness of the organization; assists the Board in its oversight of IIROC’s human resources policies and procedures, benefits and pension plans and with related regulatory compliance.