10 BOARD GOVERNANCE AND ACCOUNTABILITY
Staying on course
Board governance and accountability
— The Authority’s Board of Directors is committed to upholding the highest standards of corporate governance. The Board regularly reviews and updates The Authority’s governance framework to align with evolving best practices, stakeholder expectations and legal requirements. This ensures The Authority remains well positioned to fulfill its objectives in Alberta’s Regional Airports Authorities Act.
To support The Authority’s long-term success, the Board undertakes key governance initiatives, including strict compliance with applicable laws and a steadfast commitment to ethical conduct, integrity and transparency.
The Board ensures The Authority adheres to its mandate: To manage and operate YYC Calgary International Airport and Springbank Airport for the general benefit of the public in the region in a manner that is safe, secure and efficient and advances economic and community development through the promotion of improved airline and transportation service and an expanded aviation industry.
In addition to overseeing The Authority’s strategic plan and providing oversight of Management, which is responsible for day-to-day operations, Directors hold regular in-camera sessions during committee and Board meetings to facilitate candid discussions.
The Board is composed entirely of independent Directors who are expected to act with honesty and integrity. Each year, Directors reaffirm their commitment to ethical governance by signing The Authority’s Code of Business Conduct and Conflict of Interest Policy and adhering to disclosure procedures for any potential conflicts of interest.
Board composition
The Board’s composition reflects the diversity of communities The Authority serves, bringing together Directors with a broad range of expertise and skills. These experienced leaders provide strong governance and strategic oversight to effectively guide The Authority’s operations.
The Directors are appointed by four organizations:
11
3
2
1
The Authority’s Directors are each appointed to a four-year term and are eligible for reappointment of no more than one additional term, for a maximum of eight years.
A biography of each Director is available at yyc.com
Committees of the Board
The Board’s composition reflects the diversity of communities The Authority serves, bringing The Board is committed to ensuring its Directors collectively possess the skills and experience necessary for effective oversight and governance, enabling The Authority to fulfill its mandate and achieve long-term success. The Board’s Skills and Experience Matrix helps identify both mandated and strategic competencies, guiding appointers in making informed appointment decisions.
The Board consists of prominent leaders in air transportation, industry, commerce, finance, administration, law, engineering, labour organization, communications and external relations, consumer interest and information technology. They bring extensive experience in local, global, for-profit and non-profit sectors, equipping them to provide effective governance over all aspects of The Authority’s operations. New Directors receive a comprehensive orientation upon appointment, along with ongoing education. This includes meetings with the CEO and Management, participation in site and facility tours, and in-depth briefings on Board and corporate operations. Directors with a broad range of expertise and skills. These experienced leaders provide strong governance and strategic oversight to effectively guide The Authority’s operations.
Board skills and experience matrix
Committees
The Board meets as needed to fulfill its responsibilities and oversees four standing committees, each accountable to the Board.
The committees and their respective chairs as of December 31, 2024:
Each of the four standing committees operates under a Board-approved Terms of Reference, follows an annual work plan and is led by a Chair who reports to the Board on the committee’s activities. The Chair of the Board and the Chair of the People, Governance and Nominating Committee uphold and safeguard the Board’s independence.
The following pages provide a description of each standing committee and a record of attendance at both committee and Board meetings.
Audit and finance
Responsible for reviewing financial management policies and issues. Specific responsibilities include providing recommendations on annual financial statements, annual budgets and the appointment of an external auditor. Additionally, the committee oversees pension matters, airport fees, insurance programs and fraud-risk programs, including the whistleblower program and policy, enterprise risk management and material litigation.
People, governance and nominating
Responsible for overseeing and implementing best practices in corporate governance, people management and Board nominations. Specific responsibilities include recommending the size and composition of the Board and its committees, setting compensation for Board and committee service, advising on material governance policies and managing Directors’ conflict of interest declarations. Board compensation is available in The Calgary Airport Authority Ground Lease Report. The committee also maintains the Board Skills Matrix, oversees the self-evaluation process for Directors, recommends Director appointments and CEO compensation and reports on broader matters related to the people and culture within The Authority.
Commercial and property
Oversees long-range planning and commercial matters. Specific responsibilities include recommending large capital expenditures and revenue contracts for approval, reviewing master-planning activities, monitoring capital project budgets, managing large capital projects and providing oversight of commercial ventures, including air service, land and retail development.
Safety and operational resiliency
Oversees the operational aspects of The Authority, with a particular focus on safety. Specific responsibilities include oversight of operations involving physical security, quality and guest satisfaction, health and safety, emergency preparedness, environmental impacts, sustainability initiatives, information technology and cybersecurity.
Management composition
The Board appoints The Authority’s President and CEO and sets and reviews their annual goals. Succession planning, including the appointment, training and evaluation of Management is regularly monitored by the People, Governance and Nominating Committee of the Board. A biography of each member of the Executive Team is available at yyc.com.
The Board also appoints The Authority’s corporate officers.
Public and stakeholder accountability
The Authority is committed to transparent public and stakeholder accountability through its communications and stakeholder relations program. This program encompasses processes for engaging with the general public, industry stakeholders, governments, appointers and YYC Crew members. These accountability measures include:
A public annual general meeting (AGM).
A published annual report, including audited financial statements.
An independent review of Management operations and financial performance every five years.
Annual meetings with all appointers, attended by the Board of Directors and Management.
Compliance with Transport Canada lease obligations.
Regulatory compliance.
Meetings with key stakeholders.
Public notice of fee changes, including the Airport Improvement Fee (AIF).
A community consultative committee.
A noise management program.
An accessibility advisory council.
Meetings with airport operators and tenants.
Meetings with civic officials and community organizations.
Corporate governance practices
The Authority has several systems in place to identify, manage and mitigate various risks, including:
An organizational structure, with dedicated safety, security, emergency planning and response personnel.
Corporate policies and plans, which address key governance, strategic, operational and financial issues.
Environmental protection plans, which address air and water quality, solid waste and hazardous materials handling, endangered species protection and a comprehensive noise management program.
A detailed management information and reporting system, which includes regular reporting directly to the Board on key financial results and operational matters.
Robust policies on safety management systems, which outline processes and procedures.
Incident reporting, including response and remedial procedures.
A fulsome risk-based IT and cybersecurity program, which includes regular reporting to the Board.
An in-depth enterprise risk program that evaluates enterprise risk management capacity and accompanying processes.
Comprehensive insurance, audit and compliance programs.
A communications and stakeholder relations program.
A Delegation of Authority Policy, which defines management authorities.
A Whistleblower Policy and third-party intake service for whistleblower complaints.
Sole-source contracts 2024
The Authority’s Ground Lease with Transport Canada requires The Authority to report to the Board on any contracts not competitively procured and valued at over $144,000. The Authority’s Supply Chain Policy sets out the parameters for a sole-sourced procurement. In 2024, approximately half of the sole-source events were attributable to the vendor being The Authority’s only option, either as the original equipment manufacturer or only authorized supplier or as a result of an unplanned emergency that rendered competitive procurement unviable. For all sole-source contracts, market research was performed to confirm that pricing and terms were reasonable.
