2018 Annual Report

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Board of Directors

DUCA is governed by a Board of Directors (the “Board”) elected by our owners – the DUCA Members who bank with us. DUCA’s Board, comprised of nine Directors, elected to three-year terms, is your voice for how DUCA is governed.

The Board is responsible for ensuring the Credit Union is operated in a safe and prudent manner and adheres to standards of sound business and financial practices. In fulfilling its responsibilities, the Board ensures the Credit Union is operating in accordance with co-operative principles.

The Board carries out its duties by establishing, communicating, and monitoring the Credit Union’s adherence to its:

  • Corporate Values
  • Business philosophy and strategic direction
  • Financial soundness and performance
  • Quality of management
  • Risk appetite with respect to the management of key inherent financial and operating risks, and strategic risks

To fulfil this responsibility, the Board:

  • Exercises sound, unbiased judgment and decision making
  • Has appropriate qualifications and competencies individually and collectively that meet the competency requirements established in the Ontario Credit Unions and Caisses Populaires Act, 1994, S.O. 1994, c. 11 (“the Act”)
  • Diligently oversees risk management and control functions that are robust and independent of operating functions
  • Follows good governance practices
  • Seeks third party advice on matters for which Directors do not have direct knowledge and/or expertise

Directors

Committees

In accordance with the Credit Union’s by-laws, the Board of Directors established the following Committees in 2017:

  • Audit

    Audit Committee Standing committee of the Board to which the Board has delegated responsibility for overseeing DUCA’s financial reporting, control environment, and compliance.

    The role of the Committee is to oversee and assess the:

    (a) Integrity of the financial reporting process and financial statements;
    (b) Adequacy of the internal and external audit functions;
    (c) Adequacy and effectiveness of internal controls;
    (d) Adequacy and effectiveness of the risk management process;
    (e) Compliance with legal and regulatory requirements;
    (f) External auditor’s qualifications and independence;
    (g) Performance of the external auditors; and
    (h) Performance of the internal audit function.

  • Credit

    Credit Committee Standing committee of the Board to which the Board has delegated responsibility for overseeing DUCA’s lending activities.

    The role of the Committee is to:

    (a) Provide oversight and advice to the Management Credit Committee and provide recommendations to the Board in relation to current and potential future credit risk exposures and strategy, including credit risk appetite and tolerance.
    (b) Evaluate those loan applications that require review by the Committee in accordance with the Credit Risk Management Policy and approve those loans that it is permitted to approve under the Credit Risk Management Policy.

  • Elections

    Elections Committee Standing committee of the Board to which the Board has delegated responsibility for overseeing the Director nomination and election process. The primary role of the Committee is to source, recruit, and oversee the election of Directors to the Board who meet the qualifications for the role and who will address any competency gaps identified in the Board Competency Matrix (as developed by the Governance Committee).

  • Governance

    Governance Committee Standing committee of the Board to which the Board has delegated responsibility for overseeing the quality and effectiveness of DUCA’s corporate governance.The primary role of the Committee is to ensure that the Board of Directors provides for effective governance with respect to board composition, competency and oversight, as well as monitoring current, and evolving governance best practices.

  • Human Resources and Compensation

    Human Resources and Compensation Committee Standing committee of the Board to which the Board has delegated responsibility for overseeing DUCA’s human resources policies. The role of the Committee is to oversee and assess the compensation of the CEO and members of the Executive Leadership Team and to manage the process of evaluating the CEO.

  • Risk

    Risk Committee Standing committee of the Board to which the Board has delegated responsibility for overseeing the effective operation of all risk taking operations and risk management functions of the Credit Union and ensuring appropriate risk governance processes are executed effectively. The Committee shall review the risk activities of the Credit Union, the associated corporate policies and any significant and emerging events and related action plans and shall recommend any improvements or changes to the Board as deemed necessary or desirable.

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