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Director Position Profile

As a member of the Board, a Director establishes meaningful strategic direction for the Credit Union that promotes long-term growth and financial stability while effectively serving the interests of the membership. The decision-making function involves formulation of strategic objectives and goals, establishing governing policies, and approving certain significant actions and items. The oversight function includes duty to supervise management’s decisions, to gain assurance of the adequacy of controls and information, and to gain assurance of the effective implementation of governing policies.

Each Director contributes to the success of the Credit Union in carrying out the duties outlined below, to the best of their ability.

Key Responsibility Areas

  • Understand and keep up-to-date on the emerging trends in the financial services industry and with economic and Credit Union issues in order to provide informed and thoughtful input on strategic and business plans, and form an independent judgment on those plans.
  • Understand the principles, structure, and business affairs of the Credit Union and its connection with strategic and regulatory partners.
  • Lead the development of the vision, mission, and value statements for the organization.
  • Act as a change agent, keeping the Credit Union relevant and viable by regularly revising strategic direction.
  • Provide oversight and participate in the establishment of a short and long term strategic plan. Approve objectives, strategies, annual business plans, and performance goals that align with the strategic plan and move the Credit Union towards its vision.
  • Oversee the effective achievement of the Credit Union’s business plan.
  • Select and supervise the Chief Executive Officer to ensure they remain qualified and competent and continues their leadership development.
  • Formally evaluate the effectiveness of the CEO’s performance in managing the operations of the Credit Union and ensure compensation and incentive plans are linked to the achievement of the objectives/goals considered to be important to the success and stability of the Credit Union.
  • Review the CEO and senior management leadership development plan annually as per policy, to ensure the development and potential replacement of a high performing executive leadership team.
  • Participate in the selection of Board members through involvement in Director recruitment and succession.
  • Participate in the ongoing development of individual Directors and the Board as a whole through a periodic assessment process and in accordance with policy for Director development.
  • Understand and interpret member satisfaction surveys.
  • Understand the organizational culture and interpret the results of employee engagement surveys by seeking assurance that the desired performance based work environment and compensation philosophy enables the recruitment and retention of qualified human resource talent.
  • Possess enough knowledge of accounting and finance to be able to understand, interpret, evaluate, and contribute to discussions on financial results, internal controls, and reporting issues.
  • Approve financial statements of the Credit Union and monitor financial performance.
  • Ensure the engagement of audit processes which inform the Board of adherence to policies and sound business practice. Closely review and, where prudent, implement the recommendations of regulators, auditors and industry professionals which prevent or remedy deficient business practices.
  • Seek assurance from management that the Credit Union has effective internal controls and measures that safeguard the assets of the Credit Union.
  • Possess enough knowledge of enterprise risk management to be able to understand and assess the Credit Union’s framework and regularly revise acceptable levels for major risks as required to support strategic objectives.
  • Approve and oversee the risk appetite framework that guides the risk taking and opportunity seeking activities of the Credit Union including liquidity, credit, market, regulatory, strategic, operation, technology, and other applicable risks.
  • Establish, communicate and control the Credit Union’s risk tolerances by approving policies that set standards for the nature and level of risk the Credit Union is willing to assume.
  • Ensure adequate reporting structures and systems are in place to facilitate the monitoring of significant risks.
  • Demonstrate high ethical standards of integrity and conduct oneself in accordance with key elements of the governance structure (standards of sound business practice, policies, codes of conduct, conflict of interest, Market Code, etc.). Annually review the codes of conduct and conflict of interest policy to ensure adherence.
  • Develop knowledge and understanding of legislation and regulations that apply to the operations of the Credit Union to ensure compliance with federal and provincial requirements established within the Credit Union Act, bylaws, CUDGC, AML/ATF and PIPEDA. Annually review AML/ATF and PIPEDA (privacy) requirements and audit and examination outcomes by regulators in accordance with regulation.
  • Approve and adopt policy which determine the purpose, governing principles, functions and activities and courses of action of the Credit Union. Review policies as necessary to ensure continued relevance to meet standards of sound business practice and the changing needs of members and the Credit Union’s operating environment.
  • Maintain confidentiality and ensure no misuse of the position of Director or improper use of information acquired directly or indirectly, to gain a personal advantage, or to the detriment of the Credit Union.
  • Appoint committees, delegate duties and responsibilities to committee members and monitor their performance in relation to the assigned mandate.

Key Effectiveness Skills

  • Actively participate in Board discussions and decision-making and keep all information confidential until all matters have been publicly disclosed.
  • Ask relevant questions and obtain satisfactory answers before making decisions. Be willing to raise tough questions in a manner that encourages open discussion and a full exploration of alternatives.
  • Be open to other opinions and willing to listen. Approach others assertively and supportively, within an atmosphere of collaboration.
  • Value team and board performance over individual performance, possess respect for others, and have a desire and willingness to reach consensus.
  • Support a strong, unified and respectful board that speaks with one voice. Every director must publicly support the actions decided by a majority vote of the Board unless the actions are unethical or illegal.
  • Faithfully attend board and committee meetings, and demonstrate willingness to spend time preparing for those meetings by carefully reviewing the agenda and all available information before the meetings. It is important to follow up on any questions that the material may raise.
  • Proactively seek additional relevant information from other sources when necessary to enhance understanding or to assess the accuracy and validity of the information provided.
  • Follow through on any assigned responsibilities.
  • Participate in opportunities for self-development that will enhance one’s contributions as a Director of the Credit Union.
  • Regularly assess one’s performance as a director and that of the Board, and take appropriate action to ensure effective personal and team performance.
  • Understand that Directors are legally and morally responsible for activities of the Credit Union and exercise due care, diligence and skill in accordance to that of a reasonably prudent person in comparable circumstances.
  • Make sound, well informed and independent decisions, taking into account the Credit Union’s business objectives and risk appetite.
  • Establish and build effective working relationships and networks with a variety of key stakeholders that strengthen the Credit Union and enhance its image.
  • Work toward a standard of excellence and exercise the responsibilities in a proactive manner with a readiness to probe when it is appropriate to oversight. Periodically review the adequacy and frequency of information to fulfill the key responsibility areas.
  • Understand the business implications of the Credit Union’s strategies, the credit union system, the marketplace, and the financial services industry. Be able to adjust and adapt to new ideas and processes.

Competencies and Personal Attributes

The following is an overview of the competencies of an effective Director.

Knowledge of Board & Role


Understands basic responsibilities, accountabilities, and liabilities of a director, including the appropriate role of management and board. Has demonstrated experience with boards and/or committees and modern governance practices.

Knowledge of Business


Understands the Credit Union’s core business and the financial services industry.

Financial Acumen

Can read, interpret and assess the implications of financial reports.

Group Decision Making Orientation

  • Can identify and diminish group think tendencies and recognize decision making biases in board discussion.
  • Has the ability to accept and promote board decisions.
  • Assists the board to more towards consensus.

Change Management

Understands the dynamics of change management and is an advocate for change.

Conceptual Thinking

Makes connections between apparently separate issues, seeing patterns, trends, or relationships and develops mental frameworks to explain and interpret information.

Strategic Thinking

Has the experience and ability to think strategically. Has the ability to relate external business and environmental conditions to operations.

Independent Thinking

Maintains own convictions despite undue influence, opposition or threat.

Open-Minded, Information Seeking

Values diverse opinions and builds innovation on the foundation of other people’s views.

Objectivity

Draws conclusions by impartial evaluation of other perspectives and views without prejudice or bias.

Ambiguity Tolerance

Retains a positive outlook when the group is unable to resolve an issue or reach a conclusion and is willing to take a measured risk even when the outcomes are uncertain. Is able to balance the need to acquire more information with the cost of acquiring it.

Effective Judgment

Applies common sense, measured reasoning, knowledge and experience to come to a conclusion.

Initiative

Grasps opportunities and proactively ensures that neither issues nor people are forgotten or overlooked.

Integrity

Is trustworthy and conscientious and can be relied upon to act and speak with consistency and honesty.

Self-Awareness

Accurately assesses strengths and weaknesses of self and of others and can manage them successfully.

Bias to Learn

Invests time learning about the organization, its issues and people, and the industry in which the Credit Union operates.

Orientation to Resolve Conflict

Ensures conflict is resolved with justice and fairness in order to restore healthy relationships.

Communication

Gives and receives information with clarity, attentiveness, understanding a perception, and where appropriate with a sense of humour.

Influence & Impact

Has the ability to influence board members and stakeholders (management, members) in negotiating and impacting at the credit union level.

Political Astuteness

Has an experienced level of acumen/savvy at Board/member/Credit Union levels.

Team Player

Has the ability and willingness to work co-operatively in a team environment.

Personal Commitment

Demonstrates interest in the success of the credit union and ability to be an ambassador. This includes a willingness to conduct the majority of financial business with the credit union and to assist with business and membership development.

Values Fit

Understands and agrees with the mission and values, codes of conduct and commitment to corporate social responsibility.

Authority

The Board as a whole can only make business decisions and approved business plans.

The Board has the authority to make changes to the Director position profile as needed. The CEO and the Chief Risk Officer have the authority to bring forward profile changes and recommendations as required.


Monitoring and reporting

The Director position profile will be regularly reviewed by the Executive Committee or other appropriate Board committee(s) and discussed with the Board. Any required changes will be brought forward to the Board for discussion and approval.

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