2019 Board of Directors Election, Special Resolution and Ordinary Resolution - Coast Capital Savings
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2019 Board of Directors Election, Special Resolution and Ordinary Resolution
Your vote is part of ongoing sound governance
By casting your vote in the 2019 Board of Directors Election, you’re having a say in who will represent you as
your Board of Directors (“Board”). This year, we’re also asking for your support to pass a Special Resolution to
make two adjustments to our credit union rules, as well as an Ordinary Resolution on director remuneration,
which is necessary because this is our first year as a federal credit union, despite no change to remuneration
being proposed.
Your vote helps youth build life-skills for ongoing
housing sustainment
One of our goals at Coast Capital Savings Federal Credit Union (“Coast Capital”) is to help youth build their
financial well-being. We do this through partnerships with like-minded organizations who share our passion for
helping youth. For every member who votes in the 2019 Board of Directors Election and Special and Ordinary
Resolutions, we will donate $1 to RentSmart – providing interactive education, certification and support to help
youth build life-skills for successful tenancies (to a maximum of $20,000).
A successful first tenancy can help build the foundation on which future housing and overall financial well-being
is based. RentSmart supports youth to gain the skills, knowledge and confidence to enter today’s rental market
and avoid the many pitfalls that can happen in first tenancies. The education includes financial literacy to increase
affordability, budgeting for housing costs and to address debt, and other life skills such as effective communication
with landlords and neighbours, and understanding tenancy rights and responsibilities.
Learn more at: readytorentbc.org
Vote and you could win a $1,000 term deposit
To show our appreciation for casting your votes, every member who votes is automatically entered to win a $1,000
term deposit.† After you vote via online banking, our mobile app, mobile web or a paper ballot, your name will be
entered automatically into our prize draw. Read the biographies of the seven candidates standing for election, the
summaries of the special and ordinary resolutions contained in this booklet, then submit your votes.
† No purchase necessary. Contest open to residents of British Columbia who have reached the age of 19 and who are, and have been since February 14,
2019, members of Coast Capital Savings Federal Credit Union. Four prizes of $1,000.00 available to be won, which will be awarded in the form of a Coast
Capital term deposit product. Each winner may select a Coast Capital term deposit product of the winner’s choice, subject to the terms and conditions
of the applicable product. Terms and conditions of term deposit products vary, including with respect to rates, term, redemption rights and minimum
deposits. No person may win more than one prize. Contest closes on May 16, 2019. Potential winners to be selected at random; odds of winning depend
on number of entrants. Skill-testing question required to win.
Full contest rules available at: www.coastcapitalsavings.com/governance/agm-and-director-elections.
12019 Directors Election
Coast Capital is one of Canada’s largest credit unions because of you. We exist to empower our
572,000 members to achieve what’s important in their lives.
Because we’re a financial co-operative, our member- OUR NOMINATIONS PROCESS
owners have a say in how we’re governed. The Board
members you elect are your fellow credit union Nominations Committee
members who will represent you in shaping the The Board appoints a Nominations Committee (the
strategic development of your credit union. “Committee”) each year to oversee the nominations and
election process on behalf of our members. This is the
As a multi-billion-dollar financial co-operative, we need only Committee that reports directly to you and not to
directors who have the knowledge, skills and experience the Board. Any directors who are currently eligible for
to guide the Coast Capital’s affairs. The decisions made re-election are excluded from this Committee. Directors
by our Board help ensure we remain strong and relevant Mary Jordan (Chair), Bill Cooke, Christian Morrison,
to meet members’ ever-evolving banking needs. and Glenn Wong are on this year’s Committee.
You can read more about this Committee’s mandate at
Directors work hard to oversee the affairs and
www.coastcapitalsavings.com/governance/what-does-
performance of the credit union. They work with the
your-board-do.
senior executive team to review, approve and monitor
Coast Capital’s strategic direction and risk appetite, set The Ideal Director Candidate Description
policies, oversee operations, and ensure we comply Each year, the Committee develops an Ideal Director
with statutory and regulatory requirements. Candidate Description (the “Description”), which
identifies the skills and other attributes needed by the
Please take some time to learn about the seven Board to support Coast Capital’s strategy and effectively
candidates standing for election for the five available oversee its operations for the coming three years.
positions. All of them would welcome the opportunity The Description is based on skill gaps in the current
to represent your interests. The elected candidates Board team as well as new skills that need to be added
will assume their positions immediately following due to changing market conditions, opportunities and
the Annual General Meeting on May 16, 2019 and are challenges. The Board must have the right skills to meet
elected to serve a three-year term. its responsibilities as outlined by our regulators.
There are four ways to vote: Personal characteristics such as integrity and sound
1. Online Banking: Log in to online banking judgment are always important, as is ensuring diversity
through our website, mobile web, or mobile on the Board. Preferred candidates will be financially
app. Follow instructions to submit your votes. literate, that is, they are able to read and understand
Voting opens April 10, 2019 at 8:00 am and financial statements with a breadth and complexity
closes on May 4, 2019 at 5:00 pm. of accounting issues that could be raised in a federal
2. Mail-In: Make your vote selections. Insert ballot credit union.
into supplied Reply Envelope. Seal envelope. Selection Process
Drop it off at any Canada Post mailbox or at any We invite qualified candidates to submit their
Coast Capital branch. Ballots must be received application through communication with all members.
by the Returning Officer or Coast Capital by The Committee, using external consultants, also seeks
May 4, 2019 at 5:00 pm. individuals who best meet the Ideal Director Candidate
3. In-Branch: Visit any branch during normal Description for this election year. Current directors
in-branch business hours. Request a ballot. whose terms are expiring in 2019 may choose to put
Complete the verification form. Complete the their names forward for the Nominations Committee
ballot, seal it and drop it in the ballot box. for re-election.
Voting opens April 10, 2019 at 8:00 am and
closes on May 4, 2019 at 5:00 pm. An external governance consultant helps the Committee
4. Vote live in-person at the AGM: Attend the to carefully review all nominations received and
AGM. Register at registration table when you evaluate all nominees’ experience, skills and attributes
arrive. Request a ballot. Complete the ballot, against the Ideal Director Candidate Description. This
seal and drop in the ballot box. Voting opens at includes a review of resumes, written applications,
4:30 pm and closes at 5:30 pm on May 16, 2019. interviews and reference, background and criminal
checks. This ensures sound governance practices and a
Whichever voting method you choose, mark your ballot fair and transparent evaluation process for all nominees.
for five candidates, vote on the special and ordinary
resolutions and deliver your ballot as instructed above.
2The Committee then identifies those individual Every major sector of the economy is experiencing
candidates who, when considered together, best align innovation driven by technology, which brings with it
with our Ideal Director Candidate Description. All of the transformational change in the ways customers expect
recommended candidates are accomplished in their to interact with their service providers. Coast Capital’s
own areas of expertise and offer experience relevant to future will include an increased digital presence and
serving on the board of a financial institution. This work we need to strengthen the Board’s ability to guide and
is done on behalf of members and the Committee’s direct management with these issues, particularly in the
recommendations are shared for your consideration area of digital transformation and new business models.
as you select your candidates. However, the choice of
Human Resources – transformational change leadership,
which candidates to vote for is ultimately yours. All
executive compensation, corporate culture stewardship
we ask is that you carefully read all of the candidates’
and talent strategy in an organization of similar size and
bios before making your five selections. If you need
complexity to Coast Capital.
more information, visit: www.coastcapitalsavings.com/
governance/agm-and-director-elections. The people who work at Coast Capital are our most
important asset. It is the Board’s responsibility to ensure
Electing the President and CEO as part of the Board
that Coast Capital’s approach to human resources is
As a federal credit union, it is a requirement of the
forward-looking and strategic, encompassing strong
Bank Act that the President and Chief Executive Officer
change leadership and talent development capabilities
must be selected by the Board of Directors from the
as roles, skill sets, performance benchmarks and
members of the Board. This is a legal requirement and
employee expectations change. At the same time,
is not optional. This is why you will see Coast Capital’s
reinforcing Coast Capital’s values and stewarding our
President and Chief Executive Officer, Calvin MacInnis
strong culture must remain a priority and we need
as one of the recommended candidates. Mr. MacInnis
a Board with knowledge and experience in human
will not receive financial compensation for his role on
resources and compensation practices and strategy,
the Board.
ideally with a national focus, to assist with the Board’s
2019 Ideal Director Candidate Description oversight of this transformation.
Last fall, we sent all members a brochure advising
that the Nominations Committee would be looking for Other skills that are considered assets in a candidate
individuals with senior executive or board leadership are experience in transformation from a regional to
experience in the following areas: national player and successful entry into new markets,
co-operative member engagement and government and
Financial Services – strategy and operations, ideally public policy insight and influence.
with a national scope, with a focus on retail and small
Recommended Candidates for the 2019 Directors
business and credit risk analysis.
Election
As a federal credit union, Coast Capital seeks to become The response from members interested to serve on your
a credible co-operative financial services alternative Board was high, with a record number of individuals
for all Canadians. To effectively oversee this expansion considering candidacy. This is a very positive sign and
of our mission, the Board will require deep knowledge the Board thanks all those members who took the time
of the operations of banking on a national scale and a to consider serving their fellow members as a Director.
strong understanding of Canadians’ financial needs and The Nomination Committee reviewed every application
how they are currently being addressed by providers in package received to determine which individuals, in
other regions. Successfully differentiating what Coast combination, best align with the criteria outlined in the
Capital has to offer Canadians also requires a strategic 2019 Ideal Director Candidate Description.
understanding of how the financial services industry
After a thorough assessment, the Nominations
is evolving to meet changing consumer expectations,
Committee determined the following individuals best
economic realities and technology opportunities and
met these criteria.
threats. As a federal credit union, a significant portion
of our business is extending credit to individuals and Calvin MacInnis
businesses. While diversifying our lending portfolio As a federal credit union, the Bank Act requires that the
geographically can reduce our overall credit risk, Board appoint a President and CEO from their number.
overseeing the scale and breadth of a national lending The President and CEO is included on the election ballot
operation requires increased knowledge of the analysis as a recommended candidate for this reason.
and management of credit decisions.
Mr. MacInnis is an outstanding national leader and
Technology – digital transformation and agile accomplished CEO in the financial services sector,
development, including introduction of new business having held a wide variety of roles across the financial
models to meet evolving customer expectations. services industry since starting his career in-branch
3with Canada Trust in 1988. Prior to joining Coast Capital, Chair of the Municipal Finance Authority and he has
he served most recently as President, Direct Investing chaired or served on numerous other Boards that
at Toronto Dominion Bank, leading its TD Waterhouse require continuous engagement with their communities
investment subsidiary with over 1.5 million investors and key stakeholders. As Chair of the Audit Committee
and $150 billion in deposits. Before that, Mr. MacInnis for BC Investment Management Corporation, his
co-founded and served as Managing Partner of QTrade experience included oversight of the external and
Financial Group from 2004 until 2010, the Vancouver- internal audit functions of an organization with over
based national online brokerage firm that was acquired $100 billion in assets. Mr. Leonard’s service focus,
by Desjardins. He also served as President of Assante together with his financial governance background,
Corporation for four years, prior to its acquisition by CI will deepen Coast Capital’s ability to remain strong and
Fund Management. relevant for our members and communities.
Direct experience in successfully launching and leading Charlotte Burke, ICD.D (Independent Candidate)
large national organizations is critical as we evolve as a Specific skills and experience: New digital business
federal credit union and expand nationally. Mr. MacInnis models; transformation from a regional to national
has proven strength in the many areas where Coast player within a highly regulated environment.
Capital must be successful, both in B.C. and when we
Ms. Burke is an accredited corporate director (ICD.D)
go national, including strategic planning, customer
with the Institute of Corporate Directors and an
experience, capital raising, new market development,
experienced senior executive within organizations
regulatory issues and technology trends.
operating on a national stage and in complex and
Bob Armstrong, ICD.D (Independent Candidate, highly regulated businesses. During her tenure with
incumbent director and current Board Chair) Bell, she led three major technology transformations
Specific skills and experience: New digital business launching digital cellular, broadband and Internet TV,
models; Financial expertise and experience as a Board which assisted with their national expansion. She has
Director within the financial services sector. deep governance experience on boards with service on
technology and oversight committees. Ms. Burke will
As current Coast Capital Board Chair, Mr. Armstrong
bring her technology oversight experience to the Coast
is an accredited corporate director (ICD.D) with the
Capital Board at a time when substantial investments
Institute of Corporate Directors and a seasoned
are being made in Coast’s technology infrastructure.
executive with proven success in adopting new
Additionally, Ms. Burke’s Ontario residency will provide
technology to transform customer experience and serve
geographic diversity and expertise to the Board as we
their emerging needs. During his tenure with Ritchie
evolve as a federal credit union and expand nationally.
Bros. Auctioneers, the organization grew from a local
private company to a public global organization. Of Frances Fiorillo (Independent Candidate)
particular note, as Chief Strategic Development Officer Specific skills and experience: Human Resources
Mr. Armstrong led a $65 million acquisition and the experience in a complex and highly regulated industry;
development and launch of the EquipmentOne online successful entry into new and highly competitive
marketplace. He also held the position of Chief Financial industry.
Officer and Corporate Secretary and is a Chartered
Ms. Fiorillo is a highly accomplished Human Resources
Professional Accountant. An incumbent Director, Mr.
leader in the airline industry, partnering with other
Armstrong served as Coast Capital’s representative on
C-Suite executives and board directors on people and
the Central 1 Credit Union Board of Directors, gaining
culture strategy, executive search and compensation
further experience with the credit union sector. Mr.
and rewards programs. Ms. Fiorillo helped start
Armstrong will continue to add strength to the Coast
and grow Virgin America, an award-winning airline
Capital Board with his keen understanding of customer-
generating $1.5 billion revenue with 3,200 employees
focused technology, financial expertise and governance
and 63 aircrafts serving 7 million travelers in the US
experiences within the financial services sector.
and Mexico. She was an original senior leadership
Frank Leonard, ICD.D (Independent Candidate and team member and the 26th hire, guiding key start up,
incumbent director) growth and change management initiatives for 11 years.
Specific skills and experience: Member engagement and Prior to Virgin America, Ms. Fiorillo served as Chief
cooperative experience; government and public policy Human Resources Officer with the Provincial Health
experience and Board leadership. Services Authority, leading change management and
start-up initiatives. Ms. Fiorillo will bring strong Human
Mr. Leonard is an accredited corporate director (ICD.D)
Resources expertise as well as experience in entering
with the Institute of Corporate Directors who brings
new markets.
deep experience in stakeholder engagement and
community building gained through his 18 years of You can read more about all candidates in this years’
public service as the Mayor of the District of Saanich, election in the following pages.
BC. His cooperative background includes 15 years as
4Recommended Candidate: Calvin MacInnis
BUSINESS EXPERIENCE AND EDUCATION EXPERIENCE DIRECTLY RELATED TO THE 2019 IDEAL
Employment CANDIDATE DESCRIPTION
Candidates were asked to provide specific examples related to their
Organization Position Started Completed senior executive or board oversight experience in the following:
Coast Capital President 09/2018 Present 1. Financial Services – strategy and operations, ideally with national
Savings and CEO scope, with a focus on retail and small business, and credit risk
TD Waterhouse President 2012 2017 analysis.
Canada Before I was President and CEO of Coast Capital, I was President
Qtrade Financial Co-Founder and 2004 2011 of TD Waterhouse Canada, responsible for serving over 1.5 million
Group Managing Partner investors with $150 billion in deposits. Prior to that, I co-founded
and served as Managing Partner of Qtrade Financial Group, a
Assante Wealth President and 1999 2004 national online brokerage firm. I also served as President of Assante
Management Managing Director Corporation for four years, and began my career with Canada Trust
TD Canada Trust Vice President, 1988 1999 in 1988.
Finance 2. Technology – digital transformation and agile development, including
introduction of new business models to meet evolving customer
experience.
Board Experience
I have direct experience successfully launching large national
Organization Position Started Completed
organizations with a speciality in digital offerings, most notably,
TD Securities & Director 2012 2017 the online brokerage firm, Qtrade Financial Group, as well as the
TD Direct Investing – delivery of TD’s first Omni Channel experience. Through these
London & Luxemburg experiences, I lead organizations with business models focused on
TD Waterhouse Director 2012 2017 combining exceptional customer experience with technology trends
Canada to ensure long-term success.
Ronald McDonald Director 2008 2014 3. Human Resources – transformational change leadership, executive
House BC and Yukon compensation, corporate culture stewardship and talent strategy
in an organization of similar size and complexity to Coast Capital
Qtrade Financial Director 2004 2011 Savings.
Group
I have managed large teams and transformational change initiatives.
Financial Literacy Most recently, I led TD’s Canadian direct investing business TD
Expert Waterhouse to provide personalized investing and enable clients to
become confident and successful investors.
Relevant Accredited Post Secondary Education 4. Transformation from a regional to national player and successful
entry into new markets; and /or co-operative member engagement;
Degree/ Name & Date and/or government and public policy insight and influence.
Certification Location of School Completed
As Co-Founder of Qtrade Financial Group, I raised capital, launched
Chartered Financial CFA Institute 2002 and managed five highly regulated companies that grew to a
Analyst Level 3 national network of 400 branches, $9 billion under administration,
Master of Business University of Ottawa 1997 $900 million under management and 250 management/employees
Administration serving 1,000 financial advisors in 65 markets.
Bachelor of Arts, Carleton University, 1991
Economics Ottawa CANDIDATE STATEMENT
I am excited to lead Coast Capital into a new era following our recent
COMMUNITY INVOLVEMENT achievement of becoming a federal credit union. As we work toward
our vision of being the financial institution of choice for our members,
Organization Involvement Started Completed
my goal over the next year is to ensure we have a compelling value
Canadian Cancer Volunteer 2014 Present proposition for all of Canada as well as our existing members in British
Society Columbia. To that end, I commit to keeping Coast Capital focused
Covenant House Volunteer 2009 2014 on meeting our member’s needs through an exceptional member
experience.
Ronald McDonald Board of Directors 2008 2014
House
5Recommended Candidate: Bob Armstrong
BUSINESS EXPERIENCE AND EDUCATION COMMUNITY INVOLVEMENT
Employment Organization Involvement Started Completed
Social Venture Partner, Advisor to 06/2015 Present
Organization Position Started Completed Partners small not-for-profit
BOLT Strategic Advisory Principal 01/2015 Present organizations
Ritchie Bros. Chief Strategic 01/2012 12/2014 New Ventures BC Mentor to start-up 07/2015 12/2017
Auctioneers Development entrepreneurs
Incorporated Officer Stratford Hall School Member of Audit and 09/2003 08/2015
Chief Operating 01/2008 12/2011 Finance Committee,
Officer Co-Chair of the School’s
Chief Financial 01/2004 12/2007 inaugural capital
Officer campaign, Member of
the Facilities Committee
Board Experience
Organization Position Started Completed EXPERIENCE DIRECTLY RELATED TO THE 2019 IDEAL
Coast Capital Savings Director 2016 Present CANDIDATE DESCRIPTION
Board Chair 12/2018 Present Candidates were asked to provide specific examples related to their
Member, DCU/R17 2018 Present senior executive or board oversight experience in the following:
Committee 1. Financial Services – strategy and operations, ideally with national
Member, CEO 2018 2018 scope, with a focus on retail and small business, and credit risk
Search Committee analysis.
Chair Audit & 2017 12/2018 I have served on the Coast Capital Board for the past 3 years and
Finance Committee served one year on the board of Central 1.
Member, Audit & 2016 2017 2. Technology – digital transformation and agile development, including
Finance Committee introduction of new business models to meet evolving customer
experience.
Member, Human 2017 Present
Resources Committee At Ritchie Bros. I had responsibility for technological innovation and
the development of new business models. The IT team reported
Member, Risk 2016 2017 to me for 10+ years and we followed the agile development
Review Committee methodology on many projects. I also oversaw the development
Member, Strategic 2016 2017 and deployment of our eCommerce offerings. In my last years
Initiatives Committee with RB, we moved to an omni-channel model, which involved the
development and launch of new customer facing services.
Rocky Mountaineer Member, Audit, 2015 Present
Human Resources, 3. Human Resources – transformational change leadership, executive
Strategy/Governance compensation, corporate culture stewardship and talent strategy
and Brand Committees in an organization of similar size and complexity to Coast Capital
Savings.
Central 1 Credit Union Member, Risk, Audit 2017 2018
and Governance Throughout my career I have managed large teams and led
Committees substantial change initiatives – learning as much from mis-steps as
from successes. At RB, we worked hard to maintain our corporate
Traction on Demand Advisory Board 2015 Present culture as we entered new markets with different behavioural
Heffel Gallery Limited Advisory Board 2017 Present norms. I also have direct experience with the design of executive
compensation programs, both from the executive and board
Chris Spencer 1990 Present
perspectives.
Foundation
4. Transformation from a regional to national player and successful
Pennask Lake Fishing 2009 Present
entry into new markets; and /or co-operative member engagement;
and Game Club
and/or government and public policy insight and influence.
Crescent Beach 2015 Present
While at RB, we evolved from local to global, offline to online,
Swimming Club
private to public and small to big. All of these were challenging
Financial Literacy transformations. I had direct responsibility for several of our change
Expert initiatives.
Relevant Accredited Post Secondary Education CANDIDATE STATEMENT
I look forward to continuing to bring my board and executive
Degree/ Name & Date
experience to the board of Coast Capital Savings. I will continue
Certification Location of School Completed
to work in a collaborative and respectful manner, to challenge our
ICD.D (Directors Institute of Corporate Directors 2015 management team and also to energize them. My financial background
Education + Rotman School of Management, is complemented by strong communication skills, extensive strategy
Program) Toronto, ON development work and a diversity of functional experience. My
CPA/CA Chartered Professional 1988 experience developing and launching new businesses will be
Accountants of British Columbia particularly relevant as we move across the country.
B. Comm Queen’s University, Kingston, ON 1985
Other Relevant Educational Programs completed in the last 5 years
Board Oversight of Strategy - ICD 2018
Foundations of Governance – 2016
Credit Union Director Achievement
Boardroom Financial Essentials – ICD 2014
Enterprise Risk Oversight – ICD 2013
6Recommended Candidate: Frank Leonard
BUSINESS EXPERIENCE AND EDUCATION EXPERIENCE DIRECTLY RELATED TO THE 2019 IDEAL
Employment CANDIDATE DESCRIPTION
Candidates were asked to provide specific examples related to their
Organization Position Started Completed senior executive or board oversight experience in the following:
Frank Leonard President 01/2015 Present 1. Financial Services – strategy and operations, ideally with national
& Associates scope, with a focus on retail and small business, and credit risk
District of Saanich Mayor 12/1996 11/2014 analysis.
University of Victoria Part-time Business 01/2000 Present Current role as a Director of Coast Capital provides oversight of
Instructor launch as a federal credit union; current role as Chair of Parkbridge
Lifestyle Communities which is a national land-lease real estate
Board Experience developer and operator; former role as Chair of the Municipal
Finance Authority of BC which is a ‘credit communal’ for financing
Organization Position Started Completed
and investments on behalf of BC local governments; and formerly
Coast Capital Savings Director 2016 Present as a Director of the BC Investment Management Corporation which
invests pension funds throughout Canada and the world.
Vice Chair of the Board 2018 Present
2. Technology – digital transformation and agile development, including
Member, Audit & 2018 Present
introduction of new business models to meet evolving customer
Finance Committee
experience.
Member, Risk 2018 Present
Board oversight of IT initiatives, particularly at Coast Capital.
Review Committee 2016 2017
3. Human Resources – transformational change leadership, executive
Chair, Nominations 2017 2018
compensation, corporate culture stewardship and talent strategy
Committee
in an organization of similar size and complexity to Coast Capital
Member, Human 2017 2018 Savings.
Resources Committee
Have been responsible for the change of leadership in organisations
Member, Governance 2016 2018 and businesses I have Chaired; Lead a change of management and
and Community change management at a government agency; and have been a part
Engagement Committee of board deliberations on executive compensation.
Parkbridge Lifestyle Chair; Member, 2012 Present 4. Transformation from a regional to national player and successful
Communities Governance and entry into new markets; and /or co-operative member engagement;
Human Resources and/or government and public policy insight and influence.
Committees
Parkbridge Lifestyle Communities has grown in size while I have been
Chair with entries into new markets across Canada. As Chair of MFA,
Agricultural Land Chair 2015 2018 which is a cooperative local government financing and investment
Commission agency, I lead member engagement for 15 years. While in public
Victoria Airport Director; Member, 2015 2017 office for 28 years and as head of a provincial tribunal for 3 years, I
Authority Audit and Community was immersed in public policy and outcomes.
Consultative
Committees CANDIDATE STATEMENT
Saanich Police Board Chair 1996 2014 I believe governance is my strength based on years of experience and
continuing education. This enables me to help a board or committee
Municipal Pension Chair; Vice Chair; 2002 2016
achieve their goals in a timely manner and provide management with
Board Trustee; Member,
clear direction to execute decisions and strategy. I’m not afraid to
Benefits, Governance,
ask a ‘stupid’ question in order to be assured all possibilities have
Valuation and
been considered. I am also experienced at member relations and
Communications
employee engagement as I see myself as an ambassador for the
Committees
Coast Capital Board.
BC Investment Chair, Audit 2007 2012
Management Committee; Acting
Committee Chair; Director
Municipal Finance Chair 2001 2015
Authority
Financial Literacy
Average
Relevant Accredited Post Secondary Education
Degree/ Name & Date
Certification Location of School Completed
MA History University of Victoria 05/2002
BA (Hons) History University of Victoria 05/1982
Other Relevant Educational Programs completed in the last 5 years
ICD.D Institute of Corporate Directors 09/2010
COMMUNITY INVOLVEMENT
Organization Involvement Started Completed
Nigel House Co-Chair 09/2018 Present
Capital Campaign
Federation of Board Member 06/2004 06/2010
Canadian
Municipalities
Union of BC Board Member 09/1998 05/2005
Municipalities (President 2004/2005)
7Recommended Candidate: Charlotte Burke
BUSINESS EXPERIENCE AND EDUCATION MaRS Advisor to the 06/2009 Present
Discovery District founders and
Employment management teams
of early to scaling
Organization Position Started Completed stage software
companies with a
Microsoft Corporation Vice President, 06/2016 08/2018 focus on Mobile, Digital
Commercial Partners and Fintech sectors
& Small Medium
Business Member of the Vice Chair of the 01/2015 12/2016
International Community Events
Business Development Senior Executive 10/2015 06/2016 Women’s Forum with the purpose
Bank of Canada Advisor (IWF) of driving more
QuickPlay Media Inc. Chief Commercial 03/2013 01/2015 collaboration,
Officer networking and
mentoring among
Stanhope Business President & 11/2008 03/2013 professional women
Solutions Inc. Business Advisor
Next 36 Mentor to the next 10/2010 05/2015
Asurion Corporate President, Canada 01/2011 06/2011 generation of young
Bell Canada Sr. Vice President 11/1996 06/2008 entrepreneurs.
and Officer Recipient of the 2013
Inaugural Mentorship
Board Experience Award
Organization Position Started Completed New Brunswick Member of the 11/2012 05/2014
Research & Advisory Council to
Halton Health Services Finance & Audit and 2015 Present Innovation Council the N.B. government
Quality and Risk on economic expansion
Committees and regional
Rothesay Netherwood Board Governor 2013 2016 development by
School driving innovation
and job creation
Horizn Inc. Board Chair 2012 Present
Postmedia Finance & Audit 2010 2016 EXPERIENCE DIRECTLY RELATED TO THE 2019 IDEAL
Networks Inc. and Digital
Oversight Committees CANDIDATE DESCRIPTION
Ontario Lottery and Audit and Technology 2010 2012 Candidates were asked to provide specific examples related to their
Gaming Corporation Oversight Committees senior executive or board oversight experience in the following:
Acadia University Audit Committee, 1997 2015 1. F
inancial Services – strategy and operations, ideally with national
Chair of Academic scope, with a focus on retail and small business, and credit risk
Resources Committee, analysis.
Chair of the Business My executive experience operating consumer based, complex
School Advisory Council and highly regulated businesses is applicable to the financial
services sector.
Financial Literacy My passion is working with organizations to drive innovation and
Sophisticated help build the next generation of entrepreneurs. I have been an
advisor to the Business Development Bank’s (BDC) ventures team
Relevant Accredited Post Secondary Education and helped build a new practise focused on accelerating the growth
Degree/ Name & Date of more mid-sized Canadian companies. Participated in BDC’s
compliance and regulatory training.
Certification Location of School Completed
MBA Harvard University, Massachusetts 06/1992 2. T
echnology – digital transformation and agile development, including
introduction of new business models to meet evolving customer
BBA Acadia University, Nova Scotia 06/1983 experience.
Led Bell through three major technology transformations launching
Other Relevant Educational Programs completed in the last 5 years digital cellular, broadband and Internet TV, subsequently creating
ICD.D Institute of Corporate Directors, 2015 multi-billion dollar businesses by expanding geographically and
Rotman School of Business leveraging new business models. Over fifteen years of experience
as a director serving on both audit and technology committees. My
learning over time is most companies who successfully transform
COMMUNITY INVOLVEMENT their businesses focus on cultural evolution and deep customer
insights to deliver next generation solutions.
Organization Involvement Started Completed
Techstars Mentor to help 11/2018 03/2019 3. H
uman Resources – transformational change leadership, executive
tech start-ups compensation, corporate culture stewardship and talent strategy
in an organization of similar size and complexity to Coast Capital
Microsoft Canada Executive Champion 09/2016 08/2018 Savings.
for Cyber- Security Proven track record of building high performance teams, driving
practices within cultural change and providing oversight for executive compensation.
Canada’s small to
medium business 4. T
ransformation from a regional to national player and successful
community entry into new markets; and /or co-operative member engagement;
and/or government and public policy insight and influence.
Canadian Ventures Member & Advocate 03/2018 Present Direct experience expanding from regional to national player with
Capital Association for collaboration & Bell Canada.
investment between
large technology 03/2010 04/2012 CANDIDATE STATEMENT
companies, venture
capital and ecosystem I believe my beliefs are closely aligned with the mission and purpose
of start-ups across of Coast Capital. These include the focus on trust, members first,
Canada youth and the diverse needs of the community. My contributions
would include sound business judgement, a growth mindset,
Canadian Board Advocate for women 2015 Present collaborative interpersonal style, financial literacy and a proven track
Diversity Council on boards and speaker/ record of delivering digital and cultural transformation in consumer
mentor to the next facing, complex and highly regulated institutions. As a board
generation of board member and graduate of the Institute of Corporate Directors, I also
ready diverse bring experience and training in board governance, audit & finance
candidates and strategic oversight.
8Recommended Candidate: Frances Fiorillo
BUSINESS EXPERIENCE AND EDUCATION CANDIDATE STATEMENT
Employment My executive leadership background – coupled with strong
experience in start up organizations, growth, organizational
Organization Position Started Completed development, national expansion, workplace culture, customer/
guest services in a highly regulated and customer oriented business
Virgin America Senior 01/2005 01/2017 having a significant reliance on leading edge technology in a highly
(Airline) Vice-President competitive industry – would, I believe complement the Board of
Directors of Coast Capital Savings.
Board Experience
Organization Position Started Completed
Vancouver Director; Member, 2018 Present
Airport Authority Human Resources &
Compensation and
Governance
Committees
Make A Wish – Director 2013 2016
Greater Bay Area
(San Francisco)
Financial Literacy
Average
Relevant Accredited Post Secondary Education
Degree/ Name & Date
Certification Location of School Completed
Bachelor of Arts University of British Columbia 05/1974
Other Relevant Educational Programs completed in the last 5 years
None.
COMMUNITY INVOLVEMENT
None.
EXPERIENCE DIRECTLY RELATED TO THE 2019 IDEAL
CANDIDATE DESCRIPTION
Candidates were asked to provide specific examples related to their
senior executive or board oversight experience in the following:
1. Financial Services – strategy and operations, ideally with national
scope, with a focus on retail and small business, and credit risk
analysis.
I have had executive leadership experience in large companies/
organizations such as Canadian Airlines, Air Canada, the Provincial
Health Services Authority (BC) and Virgin America with direct P&L
responsibility for the various divisions under my management that
had budgets ranging from $100 M to $300 M.
2. Technology – digital transformation and agile development, including
introduction of new business models to meet evolving customer
experience.
As a member of the senior executive team at Virgin America I
participated in setting the Technology Strategy for operations,
commercial and business transformation.
3. Human Resources – transformational change leadership, executive
compensation, corporate culture stewardship and talent strategy
in an organization of similar size and complexity to Coast Capital
Savings.
Led the development of the Virgin America HR division, responsible
for executive compensation, corporate culture and talent strategy
from entry level positions to CEO. In addition I led the culture
initiatives to ensure a highly engaged workforce which enabled
the company to win multiple industry awards and wide spread
recognition for outstanding guest service.
4. Transformation from a regional to national player and successful
entry into new markets; and /or co-operative member engagement;
and/or government and public policy insight and influence.
I have lived and worked in Canada and the US and directed work
across up to 5 continents in a highly regulated and competitive
industry throughout my career. Most recently, I was part of the
executive leadership team that started Virgin America (airline) having
direct participation in the initial airline planning, launch of operations,
Initial Public Offering and eventual sale. At the time of sale we had
approximately 3200 teammates (employees) and operations in 25+
cities throughout the US and Mexico.
9Other Candidate: Tony Mastrangelo
BUSINESS EXPERIENCE AND EDUCATION EXPERIENCE DIRECTLY RELATED TO THE 2019 IDEAL
Employment CANDIDATE DESCRIPTION
Candidates were asked to provide specific examples related to their
Organization Position Started Completed senior executive or board oversight experience in the following:
Tony Mastrangelo Ltd. Chartered 04/1998 semi-retired 1. Financial Services – strategy and operations, ideally with national
Accountant (tax) in 2016 scope, with a focus on retail and small business, and credit risk
and Sole shareholder analysis.
Brazza Gelato and Owner/operator 05/2003 12/2015 I have provided services to large and small organizations in Canada,
Coffee Corp. US and abroad primarily strategic acquisitions, partnering, and
Infinity Eight Owner 02/2005 Present takeovers. I have worked with many businesses in varying ways to
Container Corp. (part time) create value, provide direction, and develop long term goals.
Kungfu Superstars Strategic partner 03/2017 Present In my experience, the size of the organization and the perceived
of China (part time) complexity of the business is not as important as the people in
charge and understanding the needs and goals of each stakeholder.
Board Experience I have been fortunate to have had the time and energy to own and
operate three award winning cafes in North Vancouver. The business
Organization Position Started Completed
plan was developed two years before implementation. The financial
Holy Trinity Parish Education 2011 Present results were very strong and the business assets and brand were sold
Elementary School Committee, Treasurer in 2016 at a substantial gain.
Operating the cafes, gave me the opportunity to personally serve
Financial Literacy
and connect with hundreds of customers. I hired and trained many
Expert
exceptional employees and worked hard to establish teams focused
on customer service and brand value.
Relevant Accredited Post Secondary Education
2. Technology – digital transformation and agile development, including
Degree/ Name & Date introduction of new business models to meet evolving customer
Certification Location of School Completed experience.
B.Comm UBC 1989 I have access to respected talent in this field.
(Finance)
3. Human Resources – transformational change leadership, executive
CA Institute of Chartered 1993 compensation, corporate culture stewardship and talent strategy
Accountants of BC in an organization of similar size and complexity to Coast Capital
CPA (Illinois) Illinois Board of Examiners and 1998 Savings.
and CFP Financial Standards Council I have been engaged to develop stock/option/bonus performance
Other Relevant Educational Programs completed in the last 5 years based remuneration plans.
I complete many hours of professional courses yearly. 4. Transformation from a regional to national player and successful
entry into new markets; and /or co-operative member engagement;
and/or government and public policy insight and influence.
COMMUNITY INVOLVEMENT
n/a
Organization Involvement Started Completed
Holy Trinity School Parish Education 2011 Present CANDIDATE STATEMENT
Committee, treasurer I am fortunate to have the time, resources and energy to commit to
St. Bamboo 09/2016 to 07/2017 09/2016 Present the members at large and the board members of Coast Capital. I
Shaolin Martial Arts lived on campus with have worked with many successful individuals and organizations
Academy, China my two oldest children in my 20 year strong career and I hope to have the chance to bring
in China and trained forward those lessons to Coast Capital.
in Kungfu, Tai Chi,
meditation, and
participated in
numerous cultural
events. Continue to
work with the school
to promote the
benefits of living a
balanced life.
10Other Candidate: Parbir Singh Sandhu
BUSINESS EXPERIENCE AND EDUCATION EXPERIENCE DIRECTLY RELATED TO THE 2019 IDEAL
Employment CANDIDATE DESCRIPTION
Candidates were asked to provide specific examples related to their
Organization Position Started Completed senior executive or board oversight experience in the following:
Robust Transport Compliance & 2016 Present 1. Financial Services – strategy and operations, ideally with national
Services Ltd. Safety Officer scope, with a focus on retail and small business, and credit risk
Discovery Community Instructor 2012 Present analysis.
College/ Brighton (International Trade & Negotiate letters of credit, bank notes, documentary credits and
College Freight Forwarding), credit lines. Mostly dealing with Forex Currency swaps. Hedging &
Internet Marketing, options. Well versed with UCP 600.
ERP
2. Technology – digital transformation and agile development, including
Parbir Consulting Inc. CEO 07/2005 Present introduction of new business models to meet evolving customer
experience.
Board Experience Set up open source ERP, with EDI capabilities, developed inhouse for
Organization Position Started Completed dealing with government bodies. Oversee absorption & management
of new technologies and multitude systems. Envisioned and took the
Robust Transport Audit Committee 2015 2018
Provincial Government of Punjab, India online in 1996.
Services Ltd.
3. Human Resources – transformational change leadership, executive
Majesty Global Startup Board 2016 Present
compensation, corporate culture stewardship and talent strategy
Alliance Inc.
in an organization of similar size and complexity to Coast Capital
Parbir Consulting Inc. Startup Board 2005 Present Savings.
n/a
Financial Literacy
Average 4. Transformation from a regional to national player and successful
entry into new markets; and /or co-operative member engagement;
Relevant Accredited Post Secondary Education and/or government and public policy insight and influence.
Degree/ Name & Date Developed in-roads into the USA markets for transport companies
Certification Location of School Completed with strategic planning & professional relationship development.
B.SC (Bio-Chem) St. Xaviers College, 04/1982 Tie-ups & oversee implementation and government regulations.
Ahmedabad, India Setup & actively managing companies for import export of products/
B.Tech (Textiles) Technological Institute 04/1986 services from researched markets, like Columbia, India, China, USA
of Textiles, Bhiwani, India & Dubai, from strategy to implementation. Oversee, Marketing,
Logistics, Communication, Technology & Operations.
FITT, CIFFA, LCB Brighton College, 2011, 2016, 2018
Burnaby, Canada
CANDIDATE STATEMENT
Other Relevant Educational Programs completed in the last 5 years Experience of having worked in the government formulating
Advance CIFFA 2016 industrial policies, free trade zone development, strategies &
industrial development packages for industry, as well as having
Passed the Licensed Customs Broker Professional 2018 worked within the international community understand the procedure
Examination held by Canada Border Services Agency & process for implementation of governmental policies & regulations.
Solution first approach.
COMMUNITY INVOLVEMENT
Bring an inspiring quality with a talent for rallying a team around a
Organization Involvement Started Completed vision, encouraging stretch-thinking, and creating a sense of intense
urgency and focus that leads to breakthrough results. Thrive in
Parbir Consulting Inc. Teaching/Mentoring 09/2005 Present challenging and ambiguous environments that require calculated risk-
Students with practical taking. Broad global mindset and international business experience.
assistance and support
11Special Resolution
The Board recommends that the members approve the following special resolution to amend
the Rules:
BE IT RESOLVED THAT: 1. F
ormula for the value of the membership shares
The members of Coast Capital Savings Federal The first change is a technical clarification to our Rules
Credit Union (the “Credit Union”) confirm the that the Board approved to align with the federal
following amendments to Credit Union’s Rules legislation we are now subject to, after consultation
made by the directors of the Credit Union on with our regulator. This change adds a formula for
December 10, 2018: determining the value of each membership share. The
value of each membership share, as determined by
a. The addition of the following new Rule 4.3:
the formula, will continue to be $1. This is a technical
4.3 For the purpose of section 79.4 of the change only and will not change the issue price of
Bank Act, the value of a Class A Equity the membership share, the redemption price of a
Share shall be determined by dividing membership share, or members’ entitlement to the
the value of the Credit Union’s stated residual assets of the credit union in the very unlikely
capital account for Class A Equity Shares event of winding-up or dissolution of the credit union.
by the number of Class A Equity Shares
2. Distribution of annual financial statements
outstanding, each as of the time of the
determination. The second change ensures that our annual financial
statements and related information will continue to be
b. The addition of the following new Rule 24.6:
made available to members and holders of shares of the
24.6 The Credit Union shall make the credit union online and also in printed form by request
documents and information referred to but, in accordance with our established practices, would
in subsections 308(1) and (3) of the Bank not be mailed in paper form to all members and holders
Act (the “Annual Statement”) available to of shares automatically. We also make a summary of the
members and shareholders electronically financial statements available in the director election
at the Credit Union’s website at least 21 mailing.
days before an Annual General Meeting
We do not intend to change our existing practices
and shall provide a paper copy of the
but, since our continuance as a federal credit union
Annual Statement to any member
in November 2018, we are now subject to different
and shareholder who requests a copy
legal requirements and the amendment to the Rules
thereof in writing at any branch of the
was necessary so we can continue to do things in an
Credit Union. Each member and each
environmentally friendly and cost efficient way.
shareholder is deemed to have informed
the Credit Union in writing that pursuant If members do not ratify this change it could mean
to subsection 311(2) of the Bank Act, that next year we would have to send the full financial
they do not wish to receive a paper statements and related information to all of our
copy of the Annual Statement, except as members and holders of shares – this could be over 20
provided for in this Rule 24.6. million pages of printed paper. Going forward, we will
continue to make this information available for all of our
This special resolution is to ratify two changes to the
members and holders of shares to view on our website.
Coast Capital Savings Federal Credit Union Rules (the
And for those members and holders of shares that still
“Rules”) that were approved by the Board of Directors
want a printed copy, all you have to do is ask.
on December 10, 2018.
The full Rules, as amended, are available on our
website: www.coastcapitasavings.com/governance/
credit-union-rules.
In order for the special resolution to be adopted, it must
gain 2/3rds approval by the members voting.
Here is a summary of the changes and why the Board is
asking the members to ratify them:
12Ordinary Resolution
The Board recommends that the members approve the following ordinary resolution:
BE IT RESOLVED THAT: the highest quartile for cooperatives but no
higher than the lowest quartile for comparable
he rates of remuneration of directors be
T
public companies.
maintained at their current levels, which, for clarity,
are as follows: At three-year intervals the Governance and Member
Relations Committee shall retain an independent
Annual Board Chair Retainer $65,000
remuneration consultant for the purpose of
Annual Director Retainer $25,500 providing a recommendation to that committee
on Director remuneration. The consultant’s
Annual Committee Chair Retainers $5,000 recommendation shall be based on a Canada-
wide market survey in accordance with the Board
Board and Committee Meeting Fee $1,000
remuneration philosophy.
The ordinary resolution will confirm the current rates The Philosophy requires that a review be initiated every
of director remuneration. In order for the ordinary three years and the last review occurred three years ago
resolution to be adopted, it must gain greater than 50% in 2015-16.
approval by the members voting.
How is the review conducted?
Why are we voting if there is no change in Board This past year the Governance and Community
compensation? Engagement Committee retained Willis Towers Watson, a
When we became a federal credit union in November leading advisory firm, as the independent remuneration
2018, we became subject to a different regulatory consultant to conduct the review.
regime. It is necessary to have this vote confirming the
current compensation at the first meeting of members As required by the Philosophy, the consultant compared
following becoming a federal credit union. rates of remuneration against two sample groups
consisting of other cooperatives and public companies
How is director remuneration reviewed? in the financial services sector that are comparable in
Members expect those who serve on their Board to size to Coast Capital.
have the skills and experience to be able to meet high
regulatory expectations and fulfill the fiduciary duties The consultant’s report concluded that the current levels
of being a director of a financial institution with the of director remuneration continued to be consistent with
size, complexity, strategy and risk profile of Coast the Philosophy: remuneration is below that of all of the
Capital. We periodically review director remuneration comparable public companies group and is situated in
to ensure we can continue to attract and retain the right the highest quartile of cooperatives.
candidates who can uphold these high standards in
Based on this investigation, the Governance and
accordance with a Board Remuneration Philosophy (the
Community Engagement Committee recommended no
“Philosophy”) that was approved by the members on
changes to director remuneration and that is why this
April 25, 2007.
vote is a confirmation of current compensation and not
Board Remuneration Philosophy a vote to change compensation.
Coast Capital is a cooperative financial institution
If the President and CEO is elected as director will he
with national aspirations. We believe that better be paid?
Boards produce better results and that better No, while Calvin MacInnis, our President and CEO, has
Boards are made up of dedicated and highly been nominated as a director in order to comply with
competent Directors. To attract and retain the Bank Act, Mr. MacInnis will not accept additional
Directors with the business experience and skills remuneration for serving as a director.
required to achieve Coast Capital’s strategic plan,
we must offer a level of remuneration that both
reflects our cooperative heritage and satisfies the
market reality.
Consequently, Director remuneration at Coast
Capital should be lower than that of public
companies of similar size and/or complexity, yet
higher than that traditionally paid to cooperatives:
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