Leadership

Executive Management Team

Andrew J. Kriegler
President and CEO

Lucy Becker
Vice-President, Public Affairs and Member Education Services

Claudyne Bienvenu
Vice-President, Québec and Atlantic Canada

Ian Campbell
Chief Information Officer

Warren Funt
Vice-President, Western Canada

Doug Harris
Vice-President, General Counsel and Corporate Secretary

Victoria Pinnington
Senior Vice-President, Market Regulation

Elsa Renzella
Senior Vice-President, Registration and Enforcement

Irene Winel
Senior Vice-President, Member Regulation and Strategy

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
(Joined November 2014)
President and CEO, IIROC
Toronto, Ontario

Paul D. Allison, Chair
(Joined October 2013)
Industry Director, Chairman and CEO, Raymond James Ltd.
Toronto, Ontario
Member of Human Resources and Pension Committee

Catherine Smith, Vice-Chair
(Joined September 2012))
Corporate Director (Independent)
Toronto, Ontario
Member of Corporate Governance Committee
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

Jean-Paul Bachellerie
(Joined September 2013)
President and CEO, PI Financial Corp.
Vancouver, British Columbia
Member of Human Resources and Pension Committee

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
(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
(Joined September 2016)
Executive Advisor, National Bank Financial
Montréal, Québec
Member of Human Resources and Pension Committee

Jos Schmitt
(Joined September 2018)
Founder and President and CEO, Aequitas NEO Exchange
Toronto, Ontario
Member of Human Resources and Pension Committee

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

Resigned as Industry Directors

Rita Achrekar
(Joined September 2015)
Senior Vice-President
Global Risk Management, Scotiabank
Toronto, Ontario
Member of Finance, Audit and Risk Committee

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

Independent Directors

Michèle Colpron
(Joined September 2017)
Corporate Director
Montréal, Québec
Member of Finance, Audit and Risk Committee

James Donegan
(Joined September 2012)
Corporate Director
Toronto, Ontario
Member of Corporate Governance Committee
Member of Finance, Audit and Risk Committee

Brian Heidecker
(Joined September 2011)
Corporate Director
Edmonton, Alberta
Member of Corporate Governance Committee
Member of Finance, Audit and Risk Committee

Edward Iacobucci
(Joined September 2012)
Dean, Faculty of Law, University of Toronto
Toronto, Ontario
Member of Corporate Governance Committee

Gerry O’Mahoney
(Joined September 2013)
Principal and Founder, Tralee Capital Markets
Oakville, Ontario
Member of Corporate Governance Committee

Lucie Tedesco
(Joined September 2018)
Corporate Director
Ottawa, Ontario
Member of Human Resources and Pension Committee Member of Finance, Audit and Risk Committee

As noted above, Catherine Smith (Vice-Chair) is an Independent Director.

2018-2019 Board Meetings

April 1, 2018 to March 31, 2019 Board Meetings

A total of 29 meetings were held during the fiscal year ended March 31, 2019.
Below is a breakdown of attendance.
Director	Board of Directors	Finance and Audit	Corporate Governance	Human Resources and Pension	Human Resources and Pension Special	Regulatory Rules Brief	Total Compensation
Rita Achrekar*	4/5	3/3	N/A	N/A	N/A	3/3
Paul D. Allison	6/6	2/0	4/0	4/4	3/4	3/4
Jean-Paul Bachellerie	6/6	N/A	N/A	4/4	4/4	4/4
Holly A. Benson	6/6	5/5	N/A	N/A	N/A	4/4
Michèle Colpron**	6/6	5/5	N/A	N/A	N/A	4/4	$ 53,276.75
James Donegan**	6/6	5/5	6/6	4/4	4/4	4/4	$ 60,631.05
Luc Fortin	4/6	4/5	N/A	N/A	N/A	4/4
M. Marianne Harris* **	2/2	2/2	1/0	N/A	N/A	1/1	$ 27,517.11
Brian Heidecker**	6/6	5/5	6/6	N/A	N/A	4/4	$ 54,033.50
Edward Iacobucci**	6/6	N/A	6/6	N/A	N/A	4/4	$ 44,190.25
Andrew J. Kriegler	6/6	5/5	6/6	4/4	3/3	4/4
Gerry O’Mahoney**	6/6	3/3	6/6	N/A	N/A	4/4	$ 51,155.53
Luc Paiement	6/6	N/A	N/A	3/4	4/4	4/4
Jos Schmitt	4/4	N/A	N/A	3/3	2/3	3/3
Catherine Smith**	6/6	N/A	6/6	4/4	4/4	4/4	$ 64,083.84
Lucie Tedesco**	4/5	5/3	N/A	3/4	3/3	4/4
Thomas A. Wittman*	0/2	N/A	N/A	0/1	N/A	0/1

*	Director stepped down during the year.
**	Only Independent Directors are compensated by IIROC.

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 are 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.