Update on 2024 Director Nomination and Election Process

The 2024 Director Nomination period closed on November 30, 2023.  General information on Director Eligibility and Requirements and Director Competencies as well as the activities associated with the process can be found below.

Director Eligibility and Requirements

Each year, the Director Nomination and Election process begins in October and concludes with an election in April.

There are mandatory requirements for an individual to be eligible to be a director of CUA.  An individual must be a member of CUA.  Pursuant to section 7.14 of the Charter By-Laws, an individual is not eligible to be a director of CUA if any of the following parameters exist:

• anyone who is less than eighteen (18) years of age;
• anyone who is not an individual;
• anyone who is not a resident of Canada;
• a person who has the status of an undischarged bankruptcy;
• a current employee of CUA, or any immediate family member of the employee or anyone who, in the past three (3) years has been an employee, or is an immediate family member of a former employee of CUA, Atlantic Central, League Savings & Mortgage Company or the Nova Scotia Credit Union Deposit Insurance Corporation;
• an auditor of CUA or a member (whether a partner or employee) of the firm of accountants of which the auditor is a member;
• a solicitor of CUA, or a member (whether a partner or employee) of the firm of solicitors of which the solicitor is a member;
• a person who is in breach of any policy of CUA;
• a person employed in the Civil Service whose official duties are concerned with the affairs of credit unions; and,
• a person who has a loan with CUA that is more than forty-five (45) days in arrears.

Further and pursuant to section 7.15 of the Charter By-Laws, a director cannot apply for an employment position with CUA while he or she is an active director or for a period of three (3) years after having ceased to be a director of CUA.  No immediate family member of a Director shall be eligible for employment or any position with CUA while the director is an active director of CUA.

Director Competencies

CUA has a robust corporate governance framework intended to facilitate the effective conduct and operation of the Board.  As part of this framework, the Board considers the individual and collective competencies required to fulfill its mandate and reviews this information on an annual basis.  In addition to meeting the Director Eligibility Requirements, directors are expected to have the ability to act in the best interest of CUA, to operate in a cohesive manner and to be able to “speak with one voice” once a full discussion has been undertaken and a decision has been made by the Board in accordance with its governance framework.

As a community-based financial institution, directors are expected to develop an understanding of the values that govern CUA and have a good cultural fit with a member owned business. Behavioural competencies are critical to the overall strength of the Board. Directors must be collaborative, engaged, respectful and comfortable in making sound decisions with due consideration of the various factors that are relevant to the issue. Directors must also be prepared to commit the required time and energy to serve on the CUA Board, including the commitment to maintain up-to-date knowledge of industry standards and global trends impacting CUA. As a financial institution operating in a highly complex business environment, directors are expected to have relevant experience serving on boards and to be able to effectively apply this knowledge to CUA’s governing board model.

Each year and in advance of the nominations and election process, the Board identifies the specific skills, experience and competencies required on the Board as a whole. In identifying these areas, the Board assesses the environmental landscape in which CUA operates as well as considers the future strategic direction of the organization. It then reviews the current skills on the Board and determines if there are any gaps that should be filled in the upcoming director election process, including from existing, eligible directors who may decide to put their name forward for another term. Based upon its recent assessment, legal and regulatory control is the priority skill area for the Board.

This information is being provided to prospective candidates as well as to the membership in order for these skills to be known as part of the process. CUA values the diversity of the communities it serves and encourages nominations from all qualified candidates including women, indigenous persons, visible minorities and persons with disabilities.

Overview of the 2024 Director Nomination and Election Process

For the 2024 process, there are four (4) positions to be filled, three (3) of which are for a three-year term and one (1) for a two-year term in order to create consistency in the number of positions elected each year. Through the election process, the candidate who receives the lowest number of votes will receive the two-year term.

The key activities and associated timelines for the 2024 Director Nomination and Election process are as follows:

1. Director Nomination Package is released and available on CUA’s Website. (October 13, 2023)
2. Call for nominations opens. (October 15, 2023)
3. Call for nominations closes, and all completed Nomination Forms are submitted. (November 30, 2023, by 4:00 p.m.)
4. Governance Committee reviews the completed Nomination Forms and holds candidate interview and information session. (December 2023 / January 2024)
5. Governance Committee recommends to the Board the slate of recommended candidates. (February 15, 2024)
6. All candidates are contacted and advised of their status. (February 28, 2024)
7. Candidates name, Candidate Statement and photograph of each eligible candidate are disseminated to members via CUA’s website, branches and Corporate Office. Information on the election is communicated through all channels, including social media. (March 15, 2024)
8. Voting is available in two ways: 1. paper ballot at the branches and Corporate office between April 15 - 26, 2024 and from 6:00 - 7:00 p.m. on Tuesday, April 30, 2024 prior to the AGM; and, 2. electronic voting between 9:00 a.m. on Monday, April 15, 2024 and 5:00 p.m. on Friday, April 26, 2024.
9. The results of the election are announced at the AGM. (April 30, 2024)
10. Contact is made to all candidates to advise of the outcome of the election. (May 1, 2024)