ANNUAL REPORT 2021‑2022

Leadership

Executive Management Team

Andrew J. Kriegler
President and CEO

Jennifer Armstrong
General Counsel and
Corporate Secretary

Claudyne Bienvenu
Vice-President,
Quebec and Atlantic Canada


Ian Campbell
Chief Information Officer

Richard Korble
Vice-President, Western Canada

Laura McNeil
Chief Financial Officer


Victoria Pinnington
Senior Vice-President, Market Regulation

Elsa Renzella
Senior Vice-President, Enforcement, Registration and Enterprise Risk

Irene Winel
Senior Vice-President, Member Regulation and Strategy


DEPARTED DURING THE YEAR

Shuaib Shariff
Senior Vice-President, Finance and Administration

Governance Report

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.

Board of Directors

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 dealer members.

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.

Andrew J. Kriegler

  • Joined November 2014
  • President and CEO, IIROC
  • Toronto, Ontario

Paul D. Allison, Chair

  • Joined October 2013
  • Chairman, Raymond James Ltd.
  • Toronto, Ontario
  • Human Resources Pension Committee

Jennifer Newman, Vice-Chair

  • Joined September 2020
  • Corporate Director
  • Toronto, Ontario
  • Corporate Governance Committee & Finance, Audit and Risk Committee

Industry Directors

Jean‑Paul Bachellerie

  • Joined September 2013
  • CEO, PI Financial Corp.
  • Vancouver, B.C.
  • Human Resources & Pension Committee

Debra Doucette

  • Joined November 2021
  • President and CEO, Odlum Brown Ltd.
  • Vancouver, B.C.
  • Finance, Audit & Risk Committee

Luc Fortin

  • Joined January 2018
  • President and CEO, Montreal Exchange and Global Head of Trading, TMX Group
  • Montreal, Quebec
  • Finance, Audit & Risk Committee

Timothy Mills

  • Joined September 2019
  • Senior Vice-President, Treasury Market and Liquidity Risk Management, CIBC
  • Toronto, Ontario
  • Corporate Governance Committee
  • Finance, Audit & Risk Committee

Luc Paiement

  • Joined September 2016
  • Executive Advisor, National Bank of Canada
  • Montreal, Quebec
  • Human Resources & Pension Committee

Jos Schmitt

  • Joined September 2018
  • Co-Founder, Director, President & CEO of the NEO Group of companies
  • Toronto, Ontario
  • Human Resources & Pension Committee

RESIGNED AS INDUSTRY DIRECTOR

Holly A. Benson

  • Joined January 2015
  • Vice-President, Finance and CFO, Peters & Co. Ltd.
  • Calgary, Alberta
  • Finance, Audit & Risk Committee

Independent Directors

Michèle Colpron

  • Joined September 2017
  • Corporate Director, Fonds de solidarite inc. and Canada Infrastructure Bank
  • Montreal, Quebec
  • Corporate Governance Committee, Human Resources & Pension Committee

Laura Tamblyn Watts

  • Joined September 2020
  • CEO, CanAge
  • Toronto, Ontario
  • Corporate Governance Committee

Victoria Harnish

  • Joined January 2020
  • Corporate Director
  • Hubbards, Nova Scotia
  • Finance, Audit & Risk Committee
  • Human Resources & Pension Committee
  • Corporate Governance Committee

Shenaz Jeraj

  • Joined September 2019
  • Chief Information Officer at Civida (Edmonton)
  • Edmonton, Alberta
  • Corporate Governance Committee
  • Finance, Audit & Risk Committee

Gerry O’Mahoney

  • Joined September 2013
  • Principal and Founder Tralee Capital Markets
  • Oakville, Ontario
  • Corporate Governance Committee
  • Finance, Audit & Risk Committee

Edward Iacobucci**

  • Joined April 2022
  • Professor and TSE Chair in Capital Markets at the Faculty of Law, University of Toronto
  • Toronto, Ontario
  • Human Resources & Pension Committee

**Ed Iacobucci was appointed in April 2022 subsequent to the period of this report.


RESIGNED AS INDEPENDENT DIRECTOR

Malcolm Heins

  • Joined May 2020
  • Corporate Director
  • Toronto, Ontario
  • Corporate Governance Committee
  • Human Resources & Pension Committee

Malcolm Heins passed away in May of 2022. He was an instrumental member of IIROC’s Board, committed himself to our mandate and was a strong advocate for investors.

Board Meetings

April 1, 2021 to March 31, 2022 Board Meetings

A total of 32 meetings were held during the fiscal year ended March 31, 2022. Below is a breakdown of attendance.

Director Board of Directors Finance, Audit & Risk Corporate Governance Human Resources & Pension Regulatory Rules Brief Total Compensation*
Paul Allison 7/7   6/6 7/7 6/6  
Jean-Paul Bachellerie 7/7     7/7 6/6  
Holly Benson 4/4 3/3     3/3  
Michèle Colpron 7/7   5/6 7/7 6/6 $58,263.64
Debra Doucette 2/2 2/2     2/2  
Luc Fortin 7/7 6/6     6/6  
Victoria Harnish 7/7 6/6 1/1 6/7 6/6 $54,658.92
Malcolm Heins 5/6   4/5 5/6 6/6 $51371.28
Shenaz Jeraj 7/7 6/6 6/6   6/6 $54619.82
Andrew Kriegler 7/7 6/6 6/6 7/7 6/6  
Tim Mills 7/7 6/6     6/6  
Jennifer Newman** 7/7 6/6 6/6   6/6 $92,587.25
Gerry O’Mahoney 7/7 6/6 6/6   6/6 $57,630.00
Luc Paiement 7/7     7/7 6/6  
Jos Schmitt 6/7     7/7 6/6  
Laura Tamblyn Watts 7/7   6/6   6/6 $43871.38
*

Only Independent Directors are compensated by IIROC

**

Jennifer Newman sat on the Special Joint Committee for the New SRO Consolidation and received additional compensation for the work conducted there.

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 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.