Board Profile - Canada Mortgage and Housing Corporation
CMHC is committed to housing quality, affordability and choice for Canadians. For over 65 years, CMHC has been helping Canadians meet their housing needs by ensuring the availability and accessibility of housing funding; improving housing by being a source of reliable and objective housing information; and participating in assisted housing initiatives. Operating under the Financial Administration Act, CMHC’s role and responsibilities are defined in the Canada Mortgage and Housing Corporation Act and the National Housing Act (“NHA”). With its head office in Ottawa, the Corporation has five regional business centers and other local offices across Canada. The Corporation employs approximately 2000 people.
CMHC’s mandate, as defined in the NHA, is to: “promote housing affordability and choice, to facilitate access to, and competition and efficiency in the provision of, housing finance, to protect the availability of adequate funding for housing at low cost, and generally contribute to the well-being of the housing sector in the national economy.” The statutory objectives for CMHC’s commercial operations are further specified in the NHA as follows:
- to promote the efficient functioning and competitiveness of the housing finance market;
- to promote and contribute to the stability of the financial system, including the housing market; and
- to have due regard to the Corporation's exposure to loss.
Role and Responsibilities of the Board of Directors
The management and operations of CMHC are overseen by its twelve-member Board of Directors. The Board consists of the Chairperson, the President and CEO, the Deputy Minister of the Minister responsible for CMHC, the Deputy Minister of Finance, and eight other directors. With the exception of the President and CEO, all CMHC Directors are independent of management. Except for the Chairperson, the President and CEO, and the two Deputy Ministers who are all appointed to their respective office directly by the Governor in Council, all Members of the Board are appointed by the Minister responsible for CMHC subject to the approval of the Governor in Council.
The Board of Directors is responsible for managing the affairs of the Corporation and the conduct of its business. The Board of Directors has responsibility for the overall stewardship of the Corporation. It has a duty to protect the long-term interests of the Corporation, safeguard the Corporation’s assets and to be prudent and professional in fulfilling its duties.
As steward of the Corporation, the Board carries out activities under the following broad categories:
- Strategic Planning: The Board oversees, reviews and approves CMHC’s strategic direction, plans/budget, and priorities (on an annual basis) taking into account government direction, public policy objectives, business opportunities and risk appetite.
- Risk Management: The Board reviews, approves and monitors processes and policies in place to identify, manage and mitigate the principal risks affecting CMHC’s activities, including CMHC’s Enterprise Risk Management framework. The Board reviews and approves CMHC’s funding and investment policies. The Board also ensures that any recommendations made by the Superintendent of Financial Institutions pursuant to an examination or inquiry are adequately addressed.
- Financial Management, Reporting and Internal Controls: The Board oversees and ensures the integrity and effectiveness of internal controls and management information systems, and ensures the integrity of the financial statements, projections, and audit results.
- Corporate Governance: The Board ensures the highest standards of corporate governance, including reviewing and approving corporate governance procedures and structures applicable to CMHC.
- Standards of Conduct: The Board helps promote a culture of integrity throughout the Corporation by ensuring CMHC operates at all times in compliance with applicable laws, regulations, policies, guidelines and standards of ethical conduct.
- Evaluation and Succession Planning: The Board oversees and formally evaluates the performance of the CEO each year, and establishes, monitors and evaluates corporate performance against corporate objectives. The Board also oversees the appointment, remuneration and other benefits of the corporate officers of the Corporation; and reviews and approves the Corporation’s compensation and management succession plans.
- Communications and Public Disclosure: The Board ensures that the Corporation effectively communicates with the Minister (through the Chairperson, and the President and CEO) and with stakeholders and the public. It also ensures that reporting is timely and comprehensive.
- CMHC Pension Fund: The Board establishes, monitors and reviews, as appropriate, the design of CMHC’s pension plans and funding and investment policies and strategies.
Core Attributes, Competencies and Knowledge of Directors
All Directors of CMHC are expected to have the following attributes, competencies and knowledge:
Informed Judgment: Ability to analyze; to provide wise, thoughtful counsel; to ask relevant questions at the strategic level; to consider different stakeholders’ perspectives; and to understand situations and problems by addressing underlying issues.
Initiative and Self-Confidence: Ability and confidence to take action to address current or future problems or opportunities, and to engage and challenge management whenever necessary.
Integrity, Trust and Accountability: High ethical standards and integrity; willingness to act on and be accountable for Board decisions; ability to meet the accountabilities outlined in the law and by-laws governing the Board of Directors, and to see oneself as serving the interests of Canadians.
Impact and Influence: Awareness of the impact of organizational issues, policies and decisions on public interest and concern; capacity to be sensitive to the differing needs and priorities of multiple stakeholders, and to act to convince or influence others in order to have a specific impact.
Financial Acumen and Literacy: Ability to read and assess financial statements (or, as necessary, willingness and ability to acquire this skill within a reasonable period of time following the date of appointment).
Knowledge of CMHC’s Commercial Operations: Understanding of Canada’s housing finance system and of CMHC’s mortgage insurance and securitization operations (or, as necessary, willingness and ability to acquire this knowledge within a reasonable period of time following the date of appointment).
Respect and Commitment: Respect and openness for the views of others; encouragement of open discussion; and commitment to excellence in oversight of CMHC as the Corporation carries out its mandate.
Special Skills, Knowledge and Experience
In addition to the core attributes and competencies discussed above, CMHC requires Board members who, individually and collectively, bring specific skills, knowledge, and experience. These include:
Audit Committee Financial Expert Knowledge: CA, CGA or similar professional accounting designation; considered an audit committee financial expert as per the Treasury Board of Canada definition or the Ontario Securities Commission definition, and having had experience in the audit of large complex corporations (ideally a financial institution).
Experience in a Senior Position in Risk Management: Extensive experience at a senior level in a broad cross functional role in risk management at a major financial institution or at a company with a large specialized risk management practice; or, alternatively, experience in a prudential regulatory agency or central bank at a senior management level, or experience at a senior management level in a financial government entity or agency that requires the management of complex financial risks. Relevant skills include determining, mitigating and managing risks pertaining to the corporations’ or clients’ activities, and determining principles, standards and guidelines for managing risks.
Real Estate Experience: Experience in a senior management position at a large company within the real estate building and development industry.
Social/Affordable Housing Expertise or Experience: Knowledge and experience directly relevant to CMHC’s social housing and affordable housing operations.
Human Resources and Performance Management Expertise or Experience: Expertise or experience in managing the Human Resources function of a large corporation, and in monitoring and evaluating corporate performance against corporate objectives, as well as in assessing executive performance.
Requirement for Relevant Financial Industry Experience
Notwithstanding the skills requirements in section 4, the majority of Directors (excluding the Deputy Minister of the Minister responsible for CMHC and the Deputy Minister of Finance) should demonstrate relevant financial industry experience at a senior level or meet the requirements set out in section 4 for a senior position in risk management. Areas of particular relevance include banking, insurance, capital markets, mortgage underwriting, and risk management.
Regional representation, official languages and diversity
The Government is committed to ensuring that its appointments are representative of Canada’s regions and official languages, as well as of women, Aboriginal people, persons with disabilities, and visible minorities.
The Board as a whole normally meets four times per year in Ottawa. Two other Board meetings, in the spring and the summer, are normally held outside Ottawa. All members of the Board except for the President and CEO serve on a part-time basis.
In addition to attending all meetings of the Board, some members of the Board may also serve on a committee of the Board (e.g. the CMHC Audit Committee, Risk Management Committee, Corporate Governance/Nominating Committee, Human Resources Committee and Pension Fund Trustees Committee). The Board Committees meet on average four times per year, in Ottawa or at Board meetings held outside Ottawa.
Directors are remunerated in accordance with the fees and rates set by the Federal Government for non-public service part-time members of the Board of Directors of CMHC. As of October 1, 2000, the following fees and rates apply:
- Retainer: $7,200.00 per year for the directors and $14,300 for the Chairperson;
- Remuneration at the rate of $500 per day for attendance at Board and Committee meetings for the directors and $555 for the Chairperson;
- Remuneration at the rate of $500 per day for the directors, and $555 per day for the Chairperson, for other Corporation services, including special executive, analytical or representational responsibilities on behalf of the Corporation.
Conflict of interest guidelines, Eligibility requirements under the CMHC Act and Conflict of Interest Act
CMHC is committed to maintain the highest level of ethical standards and integrity and, to this end, provides Directors with a process for reporting and resolving conflicts of interest on a timely and ongoing basis. Every Member is responsible for taking such action as is necessary to prevent real, potential or apparent conflicts of interest.
As Public Office Holders, Directors are subject to certain parts of the Conflict of Interest Act and the CMHC Conflict of Interest Guidelines. Directors are also subject to the eligibility provisions of the Canada Mortgage and Housing Corporation Act.
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