Joined November 2014
President and CEO, IIROC
Toronto, Ontario
Annual Report 2020-21
Leadership
Executive Management Team
President and CEO
General Counsel and Corporate Secretary
(March 2021)
Vice-President
Quebec and Atlantic Canada
Chief Information Officer
Vice-President
Western Canada
(April 2021)
Chief Financial Officer
(April 2021)
Senior Vice-President, Market Regulation
Senior Vice-President Enforcement, Registration and Enterprise Risk
Senior Vice-President
Finance and Administration
Senior Vice-President
Member Regulation and Strategy
Departed during the year
Vice-President, Public Affairs and Member Education Services
Vice-President, Western Canada
Vice-President, General Counsel and Corporate Secretary
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.
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.
Joined November 2014
President and CEO, IIROC
Toronto, Ontario
Joined October 2013
Chairman and CEO,
Raymond James Ltd.
Toronto, Ontario
Human Resources and Pension Committee
Joined September 2017
Corporate Director
Montreal, Quebec
Corporate Governance Committee
Human Resources and Pension Committee
Resigned as Independent Directors
Joined September 2012
Corporate Director
Toronto, Ontario
Corporate Governance Committee
Human Resources and Pension Committee
Joined September 2012
Corporate Director
Toronto, Ontario
Corporate Governance Committee
Finance, Audit & Risk Committee
Joined September 2012
Dean, Faculty of Law, University of Toronto
Toronto, Ontario
Corporate Governance Committee
Industry Directors
Joined September 2013
CEO, PI Financial Corp.
Vancouver, B.C.
Human Resources and Pension Committee
Joined January 2015
Vice-President, Finance and CFO, Peters & Co. Ltd.
Calgary, Alberta
Finance, Audit and Risk Committee
Joined January 2018
President and CEO, Montréal Exchange and Global Head of Trading, TMX Group
Montréal, Québec
Finance, Audit and Risk Committee
Joined September 2019
Senior Vice-President, Treasury Market and Liquidity Risk Management, CIBC
Toronto, Ontario
Finance, Audit and Risk Committee
Joined September 2016
Executive Advisor, National Bank of Canada
Montréal, Québec
Human Resources and Pension Committee
Joined September 2018
Co-Founder, Director, President & CEO of the NEO Group of companies
Toronto, Ontario
Human Resources and Pension Committee
Independent Directors
Joined January 2020
Corporate Director
Hubbards, Nova Scotia
Finance, Audit and Risk Committee
Human Resources and Pension Committee
Joined May 2020
Corporate Director
Toronto, Ontario
Corporate Governance Committee
Human Resources & Pension Committee
Joined September 2019
Chief Information Officer for Capital Region Housing Corporation (Edmonton)
Edmonton, Alberta
Corporate Governance Committee
Finance, Audit and Risk Committee
Joined May 2020
Senior Managing Director, Real Estate Operations & Special Projects, Ontario Teachers’ Pension Plan
Toronto, Ontario
Corporate Governance Committee
Finance, Audit and Risk Committee
Joined September 2013
Principal and Founder, Tralee Capital Markets Ltd.
Oakville, Ontario
Corporate Governance Committee
Finance, Audit and Risk Committee
Joined May 2020
President and CEO, CanAge
Toronto, Ontario
Corporate Governance Committee
Board Meetings
April 1, 2020 to March 31, 2021 Board Meetings
A total of 30 meetings were held during the fiscal year ended March 31, 2021.
Below is a breakdown of attendance.
| Director | Board of Directors | Finance, Audit & Risk | Corporate Governance | Human Resources and Pension | Regulatory Rules Brief | Total Compensation* $ |
|---|---|---|---|---|---|---|
| Paul Allison | 6/6 | 6/6 | 7/7 | 6/6 | ||
| Jean-Paul Bachellerie | 5/6 | 6/7 | 6/6 | |||
| Holly Benson | 6/6 | 5/5 | 6/6 | |||
| Michèle Colpron* | 6/6 | 2/2 | 3/3 | 6/6 | 6/6 | 62,969.64 |
| James Donegan* | 2/2 | 1/2 | 2/2 | 2/2 | 2/2 | 23,283.47 |
| Luc Fortin | 6/6 | 5/5 | 6/6 | |||
| Victoria Harnish* | 6/6 | 5/5 | 7/7 | 6/6 | 55,689.60 | |
| Malcolm Heins* | 4/4 | 4/4 | 5/5 | 4/4 | 59,653.14 | |
| Ed Iacobucci* | 2/2 | 2/2 | 1/1 | 2/2 | 23,563.59 | |
| Shenaz Jeraj* | 6/6 | 5/5 | 6/6 | 6/6 | 54,517.53 | |
| Andrew Kriegler | 6/6 | 5/5 | 6/6 | 6/6 | 6/6 | |
| Jennifer Newman* | 4/4 | 3/3 | 4/4 | 4/4 | 43,663.03 | |
| Gerry O’Mahoney* | 6/6 | 5/5 | 6/6 | 6/6 | 57,630.00 | |
| Tim Mills | 6/6 | 5/5 | 6/6 | |||
| Luc Paiement | 6/6 | 7/7 | 6/6 | |||
| Jos Schmitt | 6/6 | 7/7 | 6/6 | |||
| Catherine Smith* | 2/2 | 2/2 | 2/2 | 2/2 | 27,221.05 | |
| Laura Tamblyn Watts* | 4/4 | 4/4 | 4/4 | 36,571.55 |
- Only Independent Directors are compensated by IIROC.
Denominator = total number of meetings invited to attend
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 Participation
- 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 Participation
- 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
Ad Hoc Meetings
As approved by Corporate Secretary:
- Meeting attendance and work preparation of less than two hours in duration – $1,000
- Meeting attendance and work preparation of two hours or longer – $1,500
Additional Compensation
In the event that the location of a Board meeting requires an additional travel day and the Independent Director attends in person, a supplementary travel fee of $1,000 is allowed.
Independent 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.
Compensation for Independent Directors may also include fees for other substantial consultations, including but not limited to, Director Orientation and Board planning or strategy meetings.
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 skills 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.