Board of Directors
The Board of Directors is responsible for managing Aéroports de Montréal. The Board is comprised of a maximum of fifteen (15) directors, thirteen (13) of whom are appointed by the Board and two (2) by the Government of Canada. Four (4) nominating entities are called upon to submit, at the Corporation’s request, the names of three (3) candidates whose profiles match the qualifications being sought by the Board for each position that needs to be filled. These nominating entities, identified in the Corporation’s letters patent, are the Government of Québec (1 position), the Communauté métropolitaine de Montréal (5 positions), the Board of Trade of Metropolitan Montréal (3 positions), and the main carriers operating at Montréal-Trudeau airport (2 positions). The President and Chief Executive Officer is a director of the Corporation, and the Board may appoint a fifteenth director.
The Board has three committees: the Audit Committee, the Corporate Governance and Human Resources Committee, and the Pension Plans Governance Committee.
- Audit Committee
Composed exclusively of external directors, the Audit Committee supports the Board in four key areas for ADM: business risks; finances, including budgets, financial controls, audits and quarterly reports; and the capital investment and environment programs. Apart from its responsibilities regarding financial statements and external audits, the Audit Committee ensures that all programs are carried out in accordance with budgets and schedules and that the appropriate corporate policies and procedures are followed during the implementation of these programs, particularly those governing the procurement of goods and services.
- Corporate Governance and Human Resources Committee
Composed exclusively of external directors, the Corporate Governance and Human Resources Committee supports the Board particularly with respect to issues related to ADM’s business strategy, strategic plan, organization and structure. It makes recommendations to the Board of Directors regarding the employee compensation policy as well as regarding the compensation, objectives and bonuses of the President and Chief Executive Officer. It determines the compensation, objectives and the bonuses of those reporting to the President and Chief Executive Officer and reports to the Board of Directors. The Committee also reviews the operations of the Board and its committees, the relationships between the Board and management, as well as the relationships between the Corporation, the community and political authorities. It regularly reports to the Board on the execution of this work program and on any issue with respect to the mandate.
- Pension Plans Governance Committee
Created in 2009 and made up solely of external directors and an expert, the Governance Committee supports the Aéroports de Montréal Board in fulfilling its role and obligations as the pension plan trustee. This support consists of setting and obtaining approval for the objectives and strategies that affect all pension plan activities from a risk management perspective and overseeing operational activities delegated to other relevant parties, including the Pension Committee that is comprised of Aéroports de
Montréal employees and managers.
The Committee prepares decisions related to pension plan matters, more specifically, to the governance plan, pension plan rules, financial management (investments and funding) and compliance.
Community Advisory Committee
The Community Advisory Committee supports the Board of Directors and senior management of ADM. Its mandate is to submit, when required, relevant observations with respect to any project or decision relating to items set out in Article 40 of the General Bylaws.
Composed of 23 people from various organizations that share an interest in airport development issues and that represent the different regions of Greater Montréal, the Committee reports to the President and Chief Executive Officer. The Committee’s operating budget is determined annually by the Board of Directors. Its members are appointed for renewable terms of three years.
ADM’s Management Committee is composed of eight senior managers recognized for their expertise in their respective fields. In addition to the Corporation’s President and CEO, the Committee includes seven ADM vice presidents: the Legal Affairs VP and Secretary; the Public Affairs and Communications VP the Airport Operations and Aviation Development VP; the Finance and Administration VP and Chief Financial Officer; the Engineering and Construction VP; the Real Estate, Commercial Services VP and Human Resources VP.