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​​Governance

​The Board of Directors of Alterna Bank is the decision-making team behind your bank. Simply stated, the Board determines where we’re going, that we know how to get there, and that we follow the rules along the way.

Overview

Board of Directors
Board Committees
Corporate Reports

​Norm Ayoub

​Director

Norm is a bilingual, entrepreneurial, former senior executive with more than 40 years of experience in the financial service sector.  He has built and led high performance executive teams in the insurance, investment, and banking industries.  

Norm built a thriving consulting practice advising senior executives in the area of strategic planning and implementation.

​In recent years, Norm has continued to be active in governance roles in both public and private institutions serving as Chair, Committee Chair, and Director on a number of corporate Boards.  Norm has also been active in his communities serving on numerous hospital and charitable Boards

​Maria Barrados

​Chair of the Board

Maria has been a member of Alterna Savings and its predecessor organizations since the early 1970’s.  She serves on the Board of Alterna Savings and is Chair of Alterna Bank.  She has also served and Chaired a number of other Boards and advisory committees.

Maria retired from the federal public service as President of the Public Service Commission of Canada.  Before that she was Assistant Auditor General at the Office of the Auditor General of Canada.  She has a Ph.D. in sociology and is currently Executive-in-Residence at the Sprott School of Business, Carleton University.  

​In her retirement from the federal government she continues to serve as a community volunteer and to pursue her interests in public service reform, governance, financial and human resource management.

​Earl Campbell 

​Vice Chair of the Board

Earl Campbell is a Past Chair of Metro Credit Union, Alterna Savings, Alterna Bank and Interim Executive Director, Ontario Credit Union Foundation.  Formerly CEO and Director of Education, Scarborough Board of Education, he is the President of Earl G. Campbell Consulting, an entrepreneur, business coach and mentor for leadership development and strategic planning.  Mr. Campbell is a Vice Chair of the Ontario Consent and Capacity Board.

Mr. Campbell has Bachelor of Arts and Master of Education Degrees along with mediation training at Osgoode Law School.

​Earl Campbell has served as an Executive Committee Member for a number of National and International education organizations.  He has been recognized with a number of professional and community awards including a Star on the Scarborough Walk of Fame and as a Distinguished Educator of the Ontario Institute for Studies in Education.

​Ken Chan ICD.D 

​Director

Ken Chan has served on the Board of Alterna Savings since 2012 and Alterna Bank since 2013.  He brings leadership experience from the private, non-profit and public sectors.  Ken was Public Affairs Director at Vertex Pharmaceuticals, a Boston-based global biotech company, and Vice President of Advocacy, Research and Healthcare at Cystic Fibrosis Canada, one of the country’s leading health charities.  Ken’s Canadian public sector experience includes roles with the City of Toronto, Peel Regional Police, Citizenship and Immigration Canada and the ministries of health, natural resources, and tourism, culture and sport in Ontario.  

​His international public sector experience includes positions with the UK Department for Business, Enterprise and Regulatory Reform and the Greater London Authority.  Ken has served on the Boards of Sherbourne Health Centre, the University of Toronto, North York General Hospital and Lambeth College.  He holds the ICD.D designation from the Institute of Corporate Directors.

​Marianne Johnson 

​Director

Marianne Johnson is proud to have been an active member of Alterna Savings since 1986 and a member of the Board since 2016.

Marianne is retired from the Bank of Canada, where she worked for over 20 years.  While at the Bank, her career focused on economic forecasting and modelling as well as financial sector issues and regulation.  Over the years, Marianne also took the opportunity to work and lead in the areas of mentoring and change management.  More recently, she has taken on interesting assignments with the Government of Canada.  Marianne holds a Masters of Arts (Economics) from Carleton University and a Bachelor of Arts from Queens University.

​Marianne also has first-hand knowledge of the challenges facing small business in Canada, owning a family plumbing and heating business, with her husband since 1987.  She is married with four children and three grandchildren.

​Richard Neville 

DIRECTOR

Richard is a fluently bilingual Fellow Chartered Professional Accountant and Fellow Chartered Accountant in Ontario, Québec and Alberta. He has served as past Chair of the Alterna Bank and Alterna Savings’s Boards of Directors. Richard is currently the Chair, Finance and Audit Committee for Alterna Bank and Alterna Savings. Richard joined the Federal Public Service in 1972 and held Senior Executive Positions culminating in being appointed Deputy/Comptroller General for Canada (Chief Financial Officer for the Federal Government). 

He was also appointed the Vice-President and Chief Financial Officer for the Royal Canadian Mint. Richard is on several Boards of Directors and has received Order-in-Councils appointments. 

​He is a Commander in the Order of St-John Ambulance and is the Vice-Chancellor on their Board of Directors.

​Robert Paterson

​President & CEO

Robert Paterson is the President and Chief Executive Officer of Alterna Savings and Alterna Bank.  He joined the Alterna team in May 2013.

​Robert Paterson is a Senior Banking Expert with over 20 years in Financial Services. He has worked for and advised several large financial institutions in North America, Europe and Asia. He has a diverse background within Financial Services and has held senior executive positions within Consumer, Small Business, Commercial Banking and Private Equity. He has deep management experience in each of these customer segments across Strategy, Sales, Product Management, Marketing, Risk Management, Channel Management, Branch Design, Cash Management, Direct Distribution and Joint Ventures. He has also developed and executed attacker strategies in partnership with leading retailers.

Board & Committees 2018-2019

Board of Directors

Maria Barrados*, Chair    
Earl Campbell*, Vice-Chair  
Norm Ayoub*, Director 
Ken Chan*, Director  
Marianne Johnson*, Director
Richard Neville*, Director
Rob Paterson**, President & CEO    

Comité de finance et d'audit

Richard Neville,  Chair
Marianne Johnson,  Vice-Chair
Norm Ayoub,  Director
Maria Barrados,  Director
Earl Campbell,  Director
Ken Chan,  Director
Rob Paterson,  President & CEO    

Comité de révision

Ken Chan,  Chair 
Marianne Johnson,  Vice-Chair
Norm Ayoub,  Director    
Maria Barrados,  Director     
Earl Campbell,  Director   
Richard Neville, Director     

*    Also Alterna Savings Board of Directors​
**    Alterna Savings President & CEO

Board of Directors - Authority and Mandate

The Board of Directors supervises the management of the business and affairs of Alterna Bank including all outsourcing agreements. It is ultimately responsible for the stewardship of the Bank.  In undertaking its responsibilities, the Board, its Committees and any individual Director shall not directly manage or be involved in the day-to-day activities of Alterna Bank.

At a minimum, the Board of Directors’ role is to:

Clients

1.  Act on behalf of and in the best interests of the clients of Alterna Bank.
2.  Ensure that Alterna Bank has efficient and regular communication with its clients.

President & CEO and Senior Management

3.  Select and designate an individual with appropriate ability, integrity and experience to fill the President & CEO position.
4.  Define the duties and responsibilities of the President & Chief Executive Officer ("President & CEO").
5.  On an annual basis, set the objectives for the President and CEO and evaluate the performance of the President & CEO against these objectives.
6.  Delegate appropriate authorities to the President & CEO.
7.  Appoint the Alterna Bank signing Officers.
8.  Review proposed senior management appointments.
9.  Require that the President & CEO and his direct reports be qualified, competent, act with integrity and be compensated in a manner that is consistent with appropriate prudential incentives.
10. Undertake succession planning for the position of President & CEO and other executive management positions.

Control Environment

11. Review and approve policies as per established schedule, including the following policies, which are to be reviewed by the Board directly:

 • Board Education and Development Policy, 
•  Director Remuneration Policy, 
•  Director Qualifications Policy, 
•  Employee Incentive Pricing Policy, 
•  Governance Policy, 
•  Delegation of Authority to President and CEO Policy, 
•  Management Disclosure Policy, and 
•  Responsible Person Assessment Policy

12. Ensure, through periodic independent audits or inspections, the adherence to these policies.

13. Receive and review reports regarding compliance with legislation and with approved policies at regular intervals.

14. Review organizational structure and procedural controls, and satisfy themselves that these controls are operating effectively.

15. Ensure that controls and procedures are in place to safeguard clients’ deposits and preserve shareholder’s equity.

16. Ensure compliance with risk-related regulatory requirements.

Strategy and Direction

17. Establish the vision, mission and core values.

18. Establish, review and approve the Alterna Bank strategic plan.

19. Review and approve the annual performance targets as stated in the Alterna Bank Annual Operating Plan.

20. Monitor the business objectives of Alterna Bank, evaluate and approve its business strategies and its business plans for significant operations.

By-laws

21. Ensure that any enactment, amendment, restatement or repeal of any By-laws is presented for approval to the shareholder at the Annual Meeting of the Shareholder.

Board and Committees

22. Elect from among their members the Chair, the Vice Chair and the Chairs of the standing Committees of the Board. The Chair of the Conduct Review Committee shall be an external Director.

23. Monitor performance against business objectives, strategies and plans.

24. Ensure that committees, including their mandate, are established by a formal resolution of the board, that board members’ skills or interests correspond to the committee mandate, and that board members are regularly informed of each committee's activities, findings, conclusions and recommendations.

25. Ensure the committees and the Board annually assess their performance against their mandate.

26. Foster an ongoing development and education program for all Directors.

27. Demonstrate leadership, honesty and integrity through exemplary conduct in accordance with the Alterna Bank Code of Conduct for Directors. 

28. Ensure an effective strategy for board succession planning and recruitment of highly qualified directors who represent the diversity of Alterna Bank clients.

29. Model and promote socially responsible values in Board discussions and actions.

Financial Statements

30. Approve the audited financial statements of Alterna Bank.

Shares and Dividends

31. Approve the purchase, redemption or issuance of any shares in the capital of Alterna Bank.

32. Declare dividends as appropriate and require their payment.

Relationship with Parent, Alterna Savings

33. Ensure that Alterna Bank has efficient and regular communication with its parent Alterna Savings.

​34. Ensure that Alterna Bank is represented at Central 1 meetings, as applicable.  The Delegate and Alternate to the Central 1 meetings will generally be the same as Alterna Savings; however, the Board of Alterna Bank reserves the right to appoint its own representatives when it deems appropriate.

Community

35. Foster linkages with local community organizations on issues of common concern.

Other

36. Approve loans and other transactions involving directors, officers and restricted parties.

37. Approve commercial and syndicated loans as applicable. and

38. Authorize the purchase, sale, lease, exchange or other disposition of material assets.

Board Member - Authority and Mandate

A Board Member’s primary responsibility is to provide leadership and governance, to accept the ultimate legal responsibility and to represent Alterna Bank to all stakeholders.  These responsibilities include, but are not limited, to:

  1. Attend and participate in Board and Committee meetings and functions.
  2. Keep informed about Alterna Bank’s mission, services, policies and programs.
  3. Review the agenda and supporting materials prior to Board and Committee meetings.
  4. Serve on Committees and offer to take on special assignments.
  5. Keep up-to-date on developments in the financial services industry.
  6. Participate in ongoing Board and Director development programs as appropriate.
  7. Respect conflict of interest and code of conduct policies. More specifically disclose to the Board when there may be a conflict between the Board member’s personal interest and the interest of the Bank and being absent from the vote on material contracts in which the Board member has a personal interest.
  8. Act honestly, in good faith, and in the best interests of Alterna Bank and its clients.
  9. Exercise care, diligence and the skill that a reasonably prudent person would exercise in comparable circumstances.
  10. Hold in strict confidence all transactions by clients and organization, except where otherwise permitted by law.
  11. Assist the Board in carrying out its duties and responsibilities.
  12. Keep informed of legal duties and obligations. Comply with all the relevant sections of the Act, regulations, OSFI requirements, by-law of Alterna Bank and other applicable laws and statutes.
  13. Be adequately informed in order to vote knowledgeably with a view to promoting the best interests of the organization; and
  14. Promote and abide by all decisions of the Board of Directors.

Financial Statements


Pillar 3 Supplemental Disclosures



Public Disclosure


Office of the Internal Ombudsman

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