Leadership
Executive Leadership Team
President and CEO
General Counsel and
Corporate Secretary
Vice-President,
Québec and Atlantic Canada
Chief Information Officer
Vice-President,
Information Technology Governance &
Co-Chair Transition Management Office
Vice-President, Western Canada
Senior Vice-President, Office of the Investor, Member Intake, and Innovation
Chief Financial Officer
Senior Vice-President
Market Regulation &
Co-Chair Transition Management Office
Senior Vice-President, Enforcement & Registration
Senior Vice-President, Member Regulation and Corporate Strategy
Governance Report
The Recognition Orders set out by the Canadian Securities Administrators (CSA) provide that CIRO’s governance structure and arrangements must ensure fair, meaningful and diverse representation on its Board of Directors and any committees of the Board, including a reasonable proportion of Independent Directors. CIRO reviews its governance on an ongoing basis to ensure that there is a proper balance between, and effective representation of, the public interest and the marketplaces, dealers and other entities desiring access to the services provided by CIRO.
Board of Directors
CIRO’s Board of Directors is composed of 15 members, including the CEO, six industry directors, and eight independent directors. The Board is responsible for ensuring that CIRO serves the public interest by protecting investors, fostering fair and efficient capital markets, promoting market integrity, and facilitating investor education, among other responsibilities. The governance arrangements, in accordance with the Articles, By-Law No. 1, and the Recognition Orders set out by the Canadian Securities Administrators (CSA), ensure a balanced representation, with a commitment to fair, meaningful, and diverse representation.
In accordance with the Recognition Orders set out by the CSA, the Board has established four standing committees: the Governance Committee, the Finance, Audit and Risk Committee, the Human Resources and Pension Committee, and the Appointments Committee. Each committee has specific mandates and responsibilities, ranging from reviewing governance practices to overseeing financial reporting processes and ensuring effective risk management. All committees have a majority of independent members, with the governance committee composed entirely of independent directors.
In addition to governance, the Board also plays a vital role in guiding CIRO’s annual priorities. This includes efforts to promote investor protection initiatives, harmonize regulatory approaches, and support industry transformation. These priorities build on the work of the two legacy self-regulatory organizations. The progress made since the creation of CIRO has been promising, and we are enthusiastic about the potential for further advancements in our mission to serve the investment industry and the public interest.
April 1, 2022 to March 31, 2023 Board Meetings
A total of 13 meetings were held during the fiscal year ended March 31, 2023.
Below is a breakdown of attendance.
IIROC
CIRO
| Director | Board of Directors | Finance & Audit | Governance Committee | Human Resources & Pension | Regulatory Rules Brief | Appointments Committee | Total Compensation* | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IIROC | CIRO | IIROC | CIRO | IIROC | CIRO | IIROC | CIRO | IIROC | CIRO | IIROC | CIRO | ||
| Paul Allison | 9/10 | 2/3 | 3/3 | ||||||||||
| Jean-Paul Bachellerie | 9/10 | 2/3 | 3/3 | ||||||||||
| Kathryn Chisholm | 3/3 | 2/2 | 0/0 | 1/1 | 29,500 | ||||||||
| Michèle Colpron* | 10/10 | 5/5 | 3/3 | 3/3 | 39,375 | ||||||||
| Debra Doucette | 7/10 | 3/3 | 3/4 | 2/2 | 2/3 | 0/0 | 1/1 | ||||||
| Luc Fortin | 7/10 | 3/3 | 3/4 | 3/3 | 3/3 | 0/0 | |||||||
| Robert Frances | 2/3 | 1/2 | 0/0 | 0/1 | |||||||||
| Victoria Harnish* | 10/10 | 4/4 | 5/5 | 3/3 | 3/3 | 48,500 | |||||||
| Timothy Hodgson | 3/3 | 3/3 | 2/2 | 2/2 | 0/0 | 129,500 | |||||||
| Miranda Hubbs | 2/3 | 1/2 | 1/2 | 0/0 | 0/1 | 33,250 | |||||||
| Edward Iacobucci | 10/10 | 3/3 | 3/3 | 33,250 | |||||||||
| Shenaz Jeraj* | 9/10 | 4/4 | 5/5 | 3/3 | 42,500 | ||||||||
| Michelle Khalili | 3/3 | 2/2 | 0/0 | ||||||||||
| Andrew Kriegler | 10/10 | 3/3 | 4/4 | 3/3 | 2/2 | 3/3 | 2/2 | 3/3 | 0/0 | 1/1 | |||
| Louis Marcotte | 3/3 | 2/3 | 2/2 | 0/0 | 29,500 | ||||||||
| Philip Mayers | 3/3 | 3/3 | 2/2 | 0/0 | 29,500 | ||||||||
| Tim Mills | 10/10 | 3/3 | 4/4 | 2/3 | 3/3 | 0/0 | |||||||
| Jennifer Newman* | 8/10 | 3/3 | 4/4 | 3/3 | 5/5 | 2/2 | 3/3 | 0/0 | 107,125 | ||||
| Gerry O’Mahoney* | 9/10 | 3/4 | 4/5 | 3/3 | 37,500 | ||||||||
| Luc Paiement | 9/10 | 3/3 | 3/3 | ||||||||||
| Jos Schmitt | 9/10 | 3/3 | 3/3 | ||||||||||
| Laura Tamblyn Watts* | 9/10 | 3/3 | 5/5 | 2/2 | 3/3 | 0/0 | 1/1 | 63,875 | |||||
* Only Independent Directors are compensated by IIROC / MFDA / New SRO
Denominator = total number of meetings invited to attend
April 1, 2022 to March 31, 2023 Board Meetings
A total of 25 meetings were held during the fiscal year ended March 31, 2023.
Below is a breakdown of attendance.
MFDA
CIRO
| Director | Board of Directors | Audit & Finance Committee | Governance Committee | Regulatory Issues Committee | Special Purpose SRO Framework Board | Total Compensation1* | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| MFDA | CIRO | MFDA | CIRO | MFDA | CIRO | MFDA | CIRO | MFDA | CIRO | ||
| Rick Annaert | 7/7 | 5/5 | |||||||||
| Patricia Callon | 7/7 | 3/3 | 3/3 | 0/0 | 5/5 | ||||||
| Katherine Dudtschak2 | 4/6 | 1/1 | 3/4 | ||||||||
| Steven Donald3* | 3/3 | 7/7 | 3/3 | 26,000 | |||||||
| Steven Glover* | 7/7 | 5/5 | 4/4 | 5/5 | 93,000 | ||||||
| Sonny Goldstein | 5/7 | 1/1 | 5/5 | ||||||||
| Mark Gordon4 | 3/3 | 3/3 | |||||||||
| Mark Kinzel | 6/7 | 4/5 | 1/1 | 5/5 | |||||||
| André Langlois | 7/7 | 5/5 | 1/1 | 5/5 | |||||||
| Karen McGuinness5 | 4/4 | 2/2 | |||||||||
| Hugh McNabney* | 7/7 | 5/5 | 5/5 | 35,250 | |||||||
| Christopher Nicholls6* | 3/3 | 3/3 | 1/1 | 2/2 | 19,000 | ||||||
| Barbara Shourounis* | 7/7 | 5/5 | 1/1 | 5/5 | 41,250 | ||||||
| Vince Valenti* | 7/7 | 7/7 | 5/5 | 66,500 | |||||||
| Janet Woodruff* | 7/7 | 3/3 | 4/4 | 2/2 | 0/0 | 4/5 | 39,250 | ||||
* Only Independent Directors are compensated by IIROC / MFDA / New SRO
Denominator = total number of meetings invited to attend
1 Includes additional compensation for time on new SRO transition matters
2 Katharine Dudtschak stepped down November 1, 2022
3 Steven Donald joined MFDA Board appointed July 13, 2022
4 Mark Gordon stepped down as President and CEO on July 13, 2022
5 Karen McGuinness appointed President and CEO on July 13, 2022
6 Christopher Nicholls stepped down June 30, 2022
Director Compensation
As a general principle, only Independent Directors will receive compensation. Industry Directors are not compensated for participation on the CIRO Board or its Committees.
CIRO compensates Independent Directors in accordance with the following framework:
- Independent Directors receive an $100,000 annual retainer for attendance at Board and Committee meetings.
- Independent Directors who serve as Chair of the Board or Committee Chairs will receive an additional annual retainer.
- An additional $80,000 per annum retainer for the Chair of the Board.
- An additional $15,000 per annum retainer for a Committee Chair position with the exception of the Appointments Committee Chair which does not require additional compensation.
Board Members
Andrew J. Kriegler
President and CEO
Industry Directors
Patricia Callon
Senior Vice-President and General Counsel, Sun Life
Debra Doucette
President and Chief Executive Officer of Odlum Brown
Luc Fortin
President and Chief Executive Officer of the Montréal Exchange (MX) and Global Head of Trading, TMX Group
Robert Frances
Founder, Chairman and Chief Executive Officer of Peak Financial Group
Michelle Khalili
Managing Director and Head, Global Equity Capital Markets at Scotiabank
Timothy Mills
Senior Vice President, Treasury Market and Liquidity Risk Management at CIBC
Independent Directors
Timothy Hodgson (Chair)
Corporate Director
Kathryn Chisholm
Independent Director
Miranda Hubbs
Director for several companies and organizations
Louis Marcotte
Chief Financial Officer for Intact Financial Corporation
Philip Mayers
Chief Financial Officer of Sagen MI Canada
Jennifer Newman
Corporate Director
Laura Tamblyn Watts
CEO of CanAge
Janet Woodruff
Corporate Director
Board Committee Mandates
Appointments Committee
The Appointments Committee is charged with:
- Appointing public and industry members to the District Hearing Committees;
- If applicable, removing individual members from the District Hearing Committees; and
- Overseeing CIRO’s processes associated with such appointments and removals.
Finance, Audit and Risk Committee
The Finance, Audit and Risk Committee is charged with assisting the Board in its oversight of:
- The integrity of CIRO’s accounting and financial reporting processes;
- The qualifications, independence and performance of CIRO’s external and internal auditors;
- CIRO’s processes relating to its internal control systems and security of information; and
- CIRO’s policies and processes for risk management.
Governance Committee
The Governance Committee is charged with:
- Reviewing the governance policies, principles and practices of CIRO and making recommendations with respect to governance practices;
- Managing and overseeing the process for nominating new Directors to the Board with a view to ensuring that the Board reflects the national character of CIRO and draws upon the diversity and expertise of its members;
- Managing and overseeing the process for evaluating the overall performance of the Board and its committees on an annual basis;
- Ensuring that there is an effective process in place for the identification and management of real, potential or perceived conflicts of interest;
- Appointing individuals to the CIRO Investor Advisory Panel; and
- Planning for Board succession.
Human Resources and Pension Committee
The Human Resources and Pension Committee is charged with:
- Ensuring that CIRO attracts and retains personnel with the appropriate status and experience to achieve its corporate objectives;
- Ensuring that CIRO attracts and retains a workforce that will enhance the professionalism and effectiveness of the organization; and
- Assisting the Board in its oversight of CIRO’s human resources policies and procedures, benefits and pension plans, and with ensuring regulatory compliance thereof.