2014 Board of Directors Election: Nomination Package

Transcription

1 2014 Board of Directors Election: Nomination Package Overview MEC is governed by an elected nine-member Board of Directors, each serving three-year staggered terms. In accordance with MEC s Rules of Co-operation, elections are held on an annual basis for the membership to select qualified directors. This year s election will run from February 20 to March 27, All MEC members who joined on or before January 2, 2014 are eligible to vote. The election results will be announced at MEC s 2014 AGM on April 24, 2014 in Vancouver. In 2014, MEC members will elect four directors: three for three-year terms and one (the candidate who places fourth in the election) for a one-year term. Nominees are strongly encouraged to review sections 9 18 of MEC s Rules of Co-operation regarding director qualifications, responsibilities, and the election and nomination process. Nomination Process MEC s Rules regarding the nomination process were updated in Of note: The Nominations Committee, which oversees the nomination and election process on behalf of the Board, consists of five individuals and can include directors, members (other than directors), or a combination of the two. The Nominations Committee for the 2014 election has been formed and includes three directors and two members-at-large. The 2014 nominee criteria include minimum qualifying criteria and desired criteria. All nominees who meet the minimum qualifying criteria will go forward as candidates on the election ballot. The Nominations Committee will advise the Board on the extent to which nominees meet the desired criteria, which address skill gaps on the board. Based on this, the Board must recommend a number of candidates. As there will be four vacancies in 2014 (three for three-year terms and one for a one-year term), the Board will recommend between 5 and 12 of the candidates. The Board believes this is a measured approach that will provide guidance without restricting choice. The Board will be able to indicate to members which candidates it feels would create the most balanced board, but members will be able to choose between all of the qualified candidates on the ballot. Members who submit a confirmation of intention to run, along with five nominations, by September 12, 2013, 12 noon Pacific Time, will be contacted by our external, third-party election consultant, Watson Advisors Inc., to discuss the opportunity in more detail and undergo a screening process. This step is to ensure all interested members meet the minimum qualifying criteria. All nominees who fulfil these minimum requirements will go forward as candidates for MEC s 2014 election. The screening process will also determine the extent to which each candidate exhibits the desired qualifications, experience and other attributes as laid out in the 2014 Nominee Criteria, and will assist the Nominations Committee, and the Board, in determining which candidates should be recommended for election Board of Directors Election: Nomination Package Page 1

2 2014 Nominee Criteria The minimum requirements to go forward as a candidate for MEC s 2014 election are outlined in the first section of the 2014 Nominee Criteria document (included in this package). The desired qualifications, experience, and other attributes including the Board s priority areas, that will determine which candidates are recommended by the Board, are also outlined in the 2014 Nominee Criteria document. Key Dates Call for Nominations begin July 31, 2013 Deadline to submit nominations and confirmation of September 12, 2013, 12 noon Pacific Time intention to run Screening process including interviews and Nomination September 12, 2013 November 1, 2013 Committee and Board review Nominees confirmed as candidates November 4, 2013 November 8, 2013 Preparation of candidate material for publication and December 2013 January 2014 election website* 2014 Election begins February 20, Election finishes March 27, AGM April 24, 2014 *Further information regarding this process will be shared with nominees following their confirmation as candidates in early November. MEC Director Commitments and Compensation Board and committee meetings are held five times a year in April, June, September, November/December, and February. The Board typically meets for two full days in-person in the Vancouver region, usually over a weekend. Committees meet for 1-2 hours each via teleconference over the course of the two weeks before each Board meeting. Directors typically sit on 2 3 committees. Additional time commitments include travel time to and from board meetings and pre-meeting preparation time. The first board meeting of the 2014/2015 board year will be held on April 25 and 26, The schedule for the remainder of the year will be set during this meeting. New Directors will also be expected to attend a day orientation program at Head Office in May. Upon election, the Governance Office will work with new directors to confirm suitable timing. The orientation program typically involves: Custom modules on: o MEC s co-operative structure and legal/organizational requirements o Retail and supply chain operations o MEC s financial condition and current business plan o The current strategic plan and capital projects o Risk profile, and associated enterprise risk management framework Access to the CEO and members of the Senior Management Team. More information about the Board and its Committees, including Terms of Reference, can be found on mec.ca Board of Directors Election: Nomination Package Page 2

3 Directors are compensated by annual retainer and meeting fees. Annual retainers range from $19,500 - $40,000 depending on director responsibilities, and meetings fees are $300 for half-day meetings (up to 4 hours) and $600 for full-day meetings. In addition, directors receive compensation for travel time in excess of 2 hours. Further Information If you are interested in running in the 2014 Board of Directors Election, please review: 2014 Nominee Criteria MEC Charter MEC Rules of Co-operation Board of Directors Terms of Reference BC Co-operative Act Next Steps If you believe you align with the values and goals of MEC and have the passion and experience to be an effective Board member, please submit five nominations, your resume and a cover letter outlining why you want to run in the 2014 MEC Board of Directors Election, and complete the Acceptance of Nomination and Confirmation of Intention to Run form by September 12, 2013, 12 noon Pacific Time. All forms and attachments must be submitted to: Chief Governance Officer MEC Head Office 149 West 4 th Avenue Vancouver, BC, Canada V5Y 4A6 You can also submitt your application electronically to governance@mec.ca If you have any questions regarding this process please contact Shona McGlashan, our Chief Governance Officer at governance@mec.ca or on Board of Directors Election: Nomination Package Page 3

4 2014 Board of Directors Election: Nominee Criteria Directors should have the highest standards of ethical behaviour and integrity and the commitment to act in the best interest of MEC and its diverse membership. They should also have a personal commitment to outdoor activity and recreation and to MEC s purpose of inspiring and enabling active outdoor lifestyles. In order to qualify as a candidate, you must fulfil the requirements of MEC s Rules and the BC Cooperative Association Act. These include that you must: Be a resident of Canada over the age of 19 Have been an MEC member for at least 3 years Have purchased or rented at the Co-op within the past two years Have voted in at least one of the two most recent MEC elections Not have been an employee of MEC during the past three years, nor the spouse, dependent or immediate family member of an employee Not be employed by a business in competition with MEC, nor the immediate family member of such an employee Not be in a conflict of interest position with respect to MEC Not be an undischarged bankrupt or have committed offences related to fraud. In addition, the Board requires that you must have experience of serving on a board or senior management in a complex organization or professional leadership experience to qualify as a candidate. All nominees who fulfil these minimum requirements will go forward as candidates for MEC s 2014 election. Priority areas for 2014 Each year the Board completes an evaluation of directors skills and experience and identifies gap areas as well as areas that will soon become gaps as directors complete their terms and leave their positions. In light of MEC s strategic plan and organizational performance, the Board prioritizes the skills and abilities most important to fulfilling its governance function over the coming years. Under MEC s Rules, the Board is required to recommend a certain number of the candidates on the ballot. In 2014, we will have four vacancies (three for three-year terms and one for a one-year term) and the Board will recommend between 5 and 12 of the candidates. The Board will make its recommendations based on the extent to which each candidate exhibits the following desired qualifications, experience and other attributes. Experience MEC is a large co-operative retail organization of $300 million in annual revenues, a global supply chain, 1500 employees, 17 stores across Canada, and a web store. In seeking candidates with a significant career focus in one or more of the following business areas, executive level experience with an organization of this size and complexity is highly desirable. 1. Governance Experience (complex organizations): Recent board experience with one or more complex organizations (whether for-profit or sophisticated non-profit). 2. Organizational Leadership: Senior executive managerial experience with direct responsibility for a large number of employees. Senior leadership experience with a change management initiative. 3. Financial Acumen: Senior level experience and responsibility for reading and assessing financial statements, reviewing and interpreting financial data and assessing the financial health of an organization using standard financial indicators and ratios Board of Directors Election: Nominee Criteria Page 1

5 4. Retail Sector: Senior level retail experience and understanding of key trends and developments in Canada's consumer retail industry, including demographic, technology and competitive factors. 5. Supply Chain: Senior level experience and understanding of key trends and developments in global supply chain management (ideally consumer goods). 6. Human Resources: Senior level experience and understanding of strategic human resource management as well as an understanding of key trends and developments in Canada's labour market. 7. Enterprise-Wide Risk Management: Executive level knowledge and experience in risk management oversight, including an understanding of key trends and developments in this area. 8. Enterprise-Wide Strategic Planning: Executive level knowledge and experience in long term and strategic planning, including development, execution, and monitoring of strategic plans. 9. Brand Management, Marketing and/or Communications: Recent knowledge and experience in brand management, marketing and communications, including an understanding of key trends and developments in this area. Experience in public relations and from the cooperative perspective, member relations. 10. Information Technology: Senior level experience with IT, especially related to enterprise systems management in a retail environment. Knowledge and experience with IT governance, IT strategy and Business Intelligence. 11. Sustainability/Corporate Social Responsibility: Senior level knowledge and experience with sustainable business practices and corporate social responsibility, especially in a retail setting, including an understanding of key trends and developments in this area. 12. Cooperative Leadership: Board or executive level experience in one or more complex cooperatives. In 2014, the Board is particularly seeking candidates with experience in the retail sector, supply chain, and information technology. Values We seek candidates who connect strongly with the values and culture of MEC, as outlined in MEC s Charter. Diversity We seek diversity on MEC s Board through the nomination of qualified candidates who are representative of MEC s membership and the active outdoor community, including diversity of ethnicity, culture, gender, region, and official languages. Attributes We seek candidates who have: Recent board experience or senior-level management experience in large and/or complex organizations and the ability to perform effectively at this level The experience and ability to understand and analyze financial statements and management reports The ability to appropriately and impartially serve in the best interest of MEC and its diverse membership A personal commitment to outdoor activity and recreation and MEC s purpose of inspiring and enabling active outdoor lifestyles An understanding of and commitment to the co-operative business model A belief in, and support for, sustainable business practices The ability to effectively and constructively communicate information and ideas to others while working in a team environment, in person, by and in teleconference Exceptional leadership, judgment and decision-making skills and experience The propensity for strategic, analytical, independent, objective, open-minded and curious thought The highest standards of ethical behaviour and integrity 2014 Board of Directors Election: Nominee Criteria Page 2

6 Candidates must also: Be able to fulfill the time and travel commitment required of a director on the Board of MEC Be functional in spoken and written English (English is the working language of the Board) Be IT literate, including the use of computers, , internet, web conferencing and shared networks 2014 Board of Directors Election: Nominee Criteria Page 3

7 2014 Board of Directors Election: Acceptance of Nomination and Confirmation of Intention to Run Thank you for your interest in the 2014 Board of Directors Election. To confirm your intention to run please complete and return this form, along with five valid nominations and your resume and cover letter, by no later than September 12, 2013, 12 noon Pacific Time to: Chief Governance Officer, Mountain Equipment Co-op 149 West 4 th, Avenue, Vancouver, BC, Canada V5Y 4A6 or send electronically to governance@mec.ca On receipt, MEC will arrange for our external, third-party election consultant to contact you to discuss the nominations process. Personal Information Name: Member Number: Address: Contact Numbers: (home) (cell) (work) Address: Additional Attachments When submitting this form, please also attach the following items: Your current resume A cover letter outlining why you want to run in the 2014 Board of Directors Election Five nominations from MEC members Acceptance of Nomination The undersigned, being an individual member in good standing with Mountain Equipment Co-operative (MEC), confirms that he or she has been advised of his or her nomination to stand for election in the 2014 MEC Board of Directors Election, and agrees to let his or her name stand for such election. Please sign and submit form no later than September 12, 2013, 12 noon Pacific Time to: Chief Governance Officer, Mountain Equipment Co-op, 149 West 4 th Avenue, Vancouver, BC, Canada V5Y 4A6 or send electronically to governance@mec.ca

8 Declaration By signing and submitting this form to MEC, the undersigned declares, and certifies, the following as true and correct as of the date this form is signed: 1. I am 19 years of age or older. 2. I have been a member of MEC for three years or more. 3. I have purchased or rented goods from MEC within the previous two years. 4. I have voted in at least one of the past two Board of Directors elections. 5. I am not (and have not been during the past three years) an employee of MEC, nor am I the spouse, dependent, or member of an employee s immediate family. 6. I am legally qualified to act as a director as set out under the Co-operative Association Act (British Columbia) and I am aware of the duties of a director. 7. I am not aware of any conflict of interest, or any potential conflict, between my personal interests and those of MEC, and I understand that a conflict of interest may include: (a) (b) (c) (d) (e) (f) any activity which directly or indirectly opposes, competes, or is related to any business venture pursued by MEC (and its subsidiaries/affiliates), including ownership or participation in such a venture, any activity which interferes with a director s judgement concerning or ability to perform his or her duties in MEC s best interests, any activity which involves the use of MEC premises, equipment, or supplies unless such use is authorized, any activity which associates MEC or its properties, intellectual or physical, with the director s outside business or personal interests, acceptance of personal gain or benefit, including gifts, discounts, loans, benefits or services from a person or corporation having dealings with MEC, or any connection with an organization or with relatives or close friends where impartiality could be compromised or where personal interest is present and could affect, or be expected to affect, the director s judgement on any issue on which the director has a vote or any other form of input. 8. I am not employed by any business in competition with MEC. 9. I do not have an immediate family member employed by any business in competition with MEC. 10. I do not have an immediate family member currently on, or standing for election to, the Board who would be serving at the same time as me. 11. I have not been convicted in any jurisdiction in the world in respect of any criminal offence relating to or involving (a) the promotion, management or formation of any organization, (b) fraud, breach of trust or the mishandling of funds, or (c) any matter that could potentially bring MEC s reputation into disrepute. 12. I have never declared personal bankruptcy in any jurisdiction in the world. Please sign and submit form no later than September 12, 2013, 12 noon Pacific Time to: Chief Governance Officer, Mountain Equipment Co-op, 149 West 4 th Avenue, Vancouver, BC, Canada V5Y 4A6 or send electronically to governance@mec.ca

9 Acknowledgement and Agreements By signing and submitting this form to MEC, the undersigned acknowledges and agrees that he or she: 1. gives permission for MEC to share my contact information, and my attached resume and cover letter, with an external, third-party consultant for the purpose of my potential candidacy in the MEC Board Election. 2. will promptly disclose to MEC any conflict of interest, including any conflicts of interest described above, that may arise in the future. 3. will comply with all rules and policies issued by MEC or its Board of Directors regarding all election and campaign activities or any other matters (including without limitation the MEC Rules). 4. may be disqualified from the election at the sole discretion of the Board of Directors if the undersigned breaches or violates any of the rules or policies identified at item 3 immediately above, or if any of the declarations as to certain facts made above are determined by the MEC Board of Directors at any time, acting in their sole discretion, to not be true or accurate as of the date this form is signed or any time after such date. Name: Signed: Date: Please sign and submit form no later than September 12, 2013, 12 noon Pacific Time to: Chief Governance Officer, Mountain Equipment Co-op, 149 West 4 th Avenue, Vancouver, BC, Canada V5Y 4A6 or send electronically to governance@mec.ca

10 2014 Board of Directors Election: Nomination Form Nomination The undersigned, (nominator) being a member in good standing with Mountain Equipment Co-operative (MEC), nominates (nominee), MEC member number (nominee s number) as a candidate for the 2014 election to the MEC Board of Directors. Declaration The undersigned confirms that he or she has read the 2014 Nominee Criteria posted on mec.ca. Furthermore, the undersigned believes that the above-named MEC member meets the minimum qualifying criteria as described in such document, and in particular the undersigned believes that the above-nominated member has the qualifications which will make him or her an effective and valuable MEC director. Acknowledgments The undersigned: 1. acknowledges and agrees that MEC is entitled to publish or otherwise make public the undersigned s name as a nominator of the above-nominated MEC member in any election related materials or promotions of any nature or kind whatsoever; and 2. consents to MEC sharing this form and all the contents of this form with a third party, external Election consultant for the purposes of the above-nominated MEC member s potential candidacy in the MEC Board of Directors Election. 3. acknowledges and understands that MEC or its third party, external Election Consultant will contact the undersigned to verify the representations made in this form, the undersigned s MEC membership and signature. 4. confirms that he or she is not a current employee or director of MEC, or any immediate family member of an current employee or director of MEC. Nominator Contact Information and Signature Name: Member Number: Address: Contact Numbers: (home) (cell) (work) Address: Signed: Date: Please sign and submit form no later than September 12, 2013, 12 noon Pacific Time to: Chief Governance Officer, Mountain Equipment Co-op, 149 West 4 th Avenue, Vancouver, BC, Canada V5Y 4A6 or send electronically to governance@mec.ca