The Role of the Board of Directors

The Credit Unions and Caisses Populaires Act (1994) requires that every credit union have a board of directors. Board members shall be elected from the credit union’s membership and subject to the exceptions set out in the by-laws (death, removal or resignation) shall hold office for staggered terms of three years each or until their successor is elected. The board of directors shall consist of nine (9) members. Each director will be elected by ballot by the general membership, or as provided for under the by-laws.

The board of directors will be accountable to the general membership of the credit union for directing the affairs of the credit union.

The board of directors is responsible for the strategic direction and governance of the credit union. It will perform general duties to ensure that a viable direction is planned and will adhere to the specific duties and responsibilities for the board and board committees as set out in:

• The Credit Unions and Caisses Populaires Act (1994);
• regulations to the Act;
• the credit union’s by-laws; and
• the policy manual of the credit union.

Skills and Competencies

The knowledge, experience and skill of each director and the board as a whole are important elements in the success and viability of the credit union. Common attributes for all directors include good judgment, maturity, personal integrity and financial stability. Moreover, directors are expected to demonstrate the following:

• An appreciation of the value of credit unions;
• strategic thinking capability to be able to understand the interests of its members, to assess the impacts of environmental and marketplace trends and then to translate those interests and impacts into strategy; and
• experience and appreciation of working in a collaborative, collegial and productive way with people having differing viewpoints.

Board Activities

Board and Committee Meetings

Directors must have the time and willingness to serve as a director. The board meets monthly, with individual director preparation required prior to the meetings, and a two-day strategic planning meeting/policy meeting.

When elected to the Carpathia Credit Union (CCU) board of directors he/she may serve on CCU standing committees.

• Audit & Risk Committee
• Corporate Governance Committee
• Executive Committee
• HR & Compensation Committee
• Nominating Committee
• Property & Environment Committee
• Public Relations & Promotional Committee

The Committees typically convene quarterly with preparation required prior to the meetings.

Workload varies, however, meeting time and preparation work is typically a few hours per meeting.

Being an Advocate

Directors represent CCU in the community. They are expected not only to be knowledgeable on its contributions to the community and its products and services, but also be users and advocates of its products and services. Directors are also expected to attend community and industry events on behalf of CCU.

Director Training

Directors are expected to build on and expand their competency base through training. Training is available throughout the year, with CCU sponsoring directors to attend competency training.

Director technical core competencies include the following:

• Audit and Compliance Oversight
• Board and CEO Performance
• Credit Union Operations
• Financial Literacy
• Governance and Ethics
• Leadership
• Regulatory Environment
• Risk Management Oversight
• Strategic Planning

All board members are required to complete the 24 credit-hour Director Achievement Program. Each newly elected member of the board of directors shall complete the Credit Union Director’s Achievement Program within three years.

Call for Nominations of Candidates for the 2022 Board of Directors Election

We invite you to consider running or nominating someone to run in our upcoming Directors Election! As the only Ukrainian credit union in Manitoba, Carpathia’s Board of Directors ensures our organization has a strategic roadmap for the future which aligns with our vision, purpose, and values. As a Governance Board, we are looking for members with diverse backgrounds and skillsets. Together, the Directors must bring all the necessary core competencies to:

• negotiate a complex regulatory environment
• establish corporate goals
• approve major financial decisions

Directors use their expert skills, knowledge, and abilities to help Carpathia achieve its vision of being a financial institution of excellence supporting our Ukrainian and extended community.

Director Nomination and Election Quick Facts

• There are three (3) director positions to fill, each for a three-year term that will start following our Annual General Meeting on April 27^th, 2022.
• To be eligible to stand as a candidate for the Directors Election, members must:
• be a personal member in good standing since at least October 1, of the previous year;
• be a minimum of 18 years of age;
• qualify subject to the requirements listed within the Nomination Application; and
• submit their application and supporting documents by end of day, 5:00 PM, November 30, 2021.
• Potential candidates must be nominated by two members, excluding current board members and Carpathia staff, in writing through a nomination form, available at our branches or on our website.

Knowledge and Expertise

We are seeking members with strong governance backgrounds and a commitment to our values. Although all competencies are valuable, we would like to further strengthen our existing Board expertise in the following areas:

• Audit & Financial Management—Current experience including reading and interpreting corporate financial statements, understanding the relationship between financial performance and strategic plans and the ability to identify/describe organizational risks and controls.
• Information Technology—Current experience including oversight of management of information technology systems for a corporate enterprise including an understanding of the requirement, strategy, risk, and regulatory issues surrounding information management as they pertain to a financial institution.
• Enterprise Risk Management (Operations and Technology) - Experience with ERM creation, management and monitoring of operations and technology.
• Human Resources - Experience in their field of human resources, labour relations, compensation and/or employment equity.
• Board Governance - Experience with understanding board governance and with the creation, management and monitoring of governance rules, practices and processes.

Please note: Carpathia Credit Union’s Nominating Committee will be interviewing all eligible candidates. Candidates will be assessed on all areas of expertise, including those identified above. The interview’s purpose is to identify and recommend candidates that we believe understand the importance of good governance and will help Carpathia achieve its vision.

Time Commitment

If you become a new Carpathia Credit Union Director, you should expect to spend a minimum of 20 hours per month on various duties including preparation for meetings, attendance at Board and committee meetings, orientation activities and community events.

Nomination Entries

Nominations are open as of October 2021. Carpathia Credit Union must receive completed nomination forms at our corporate office, at 952 Main Street, by the close of business, 5:00 PM on November 30^th, 2021. Nomination forms and additional information are available at Carpathia.ca, through our branches, by calling 204-989-7400 or emailing nominations@carpathia.ca.

As a Carpathia Credit Union member, your nomination, could lead to the opportunity to help direct our Ukrainian financial institution with over a half billion dollars in balance sheet assets and over 11,000 members and associates.

Nominating Committee

Carpathia Credit Union Board of Directors