CDIC Board of Directors—Composition and Terms

CDIC’s Board of Directors is made up of:

• the Chairperson—a person of proven financial ability as required by the CDIC Act, appointed by the Governor in Council to serve for a defined (typically five-year) term
  
  
• five private sector Directors—appointed by the federal Minister of Finance with the approval of the Governor in Council for a term not exceeding four years
  
  
• five ex officio Directors—the Governor of the Bank of Canada; the Deputy Minister of Finance; the Superintendent of Financial Institutions; a Deputy Superintendent of Financial Institutions or an officer of OSFI; and the Commissioner of the FCAC

The Chairperson of CDIC is a member of its 11-person Board of Directors. He or she is appointed by the Governor in Council to serve during “good behaviour” for a defined term pursuant to the CDIC Act, unlike the other private sector Directors who serve “during pleasure” pursuant to the provisions of the Financial Administration Act.

The five private sector Directors are recommended to the Governor in Council by the Minister of Finance. The appointments of the private sector Directors do not automatically end when their terms expire. A vacancy occurs only when such a Director resigns or a new private sector Director is appointed in his or her place.

No private sector Director is eligible to be appointed if: he or she is employed in the public service; holds an office or position for which any salary or remuneration is payable out of public monies; is a member of the Senate or House of Commons or a provincial legislature; or, is a director, officer or employee of a CDIC member institution.

Directors are subject to strict rules governing conflicts of interest and must report annually to the Chairperson on their conflicts, as set out in CDIC’s Conflicts of Interest Code. All of the Directors are subject to CDIC’s Code of Business Conduct and Ethical Behaviour for Directors.

The Chairperson must also adhere to the additional obligations outlined in the Office of the Superintendent of Financial Institutions Act, including an absolute prohibition on his or her ability to own shares in a member institution.