Guidelines for Corporate Governance

Version 2, Effective January 1 2023

DIRECTOR ETHICS AND CODE OF CONDUCT

Our directors are expected to carry out their duties honestly, with integrity and in good faith—and to demonstrate the highest ethical standards. They are accountable for their decisions. Directors are required to comply with all applicable rules concerning conflicts of interest.

Every director is required to file a disclosure statement at the start of their appointment. After that, each director must file an annual disclosure statement, which is reviewed by the Chair, the President & CEO, the Chief Governance Officer and our external auditors. In addition, any director may review the statements upon request to the Chief Governance Officer.

Our by-laws require that we report annually in writing on the directors’ compliance with these conflict of interest guidelines. We confirm that all directors complied in all material respects with the rules concerning conflicts of interest in 2022.

DISCLOSURE

Although we are not a listed company, we choose to report against National Policy 58-201, Corporate Governance Guidelines, and the accompanying National Instrument 58-101, Disclosure of Corporate Governance Practices.

Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver: Corporate Governance Disclosure

Guideline

Disclosure

The Board of Directors

Disclose independent directors and whether or not the majority are independent.

Directors who are not independent and explain.
If independent directors hold regularly scheduled meetings at which members of management are not in attendance.
If the Chair of the Board is an independent director, the identity of the Chair and his or her responsibilities.
Disclose the attendance record of directors.

All directors are independent with the exception of the CEO, who is an employee and executive officer of Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver.
Independent directors held an in-camera session, without the presence of management, at every regular Board and Committee meeting in2022. In addition, the Finance and Audit Committee, which consists entirely of independent directors, holds separate in-camera sessions with the External Auditor and the Internal Auditor at each meeting they attend.
Annalisa King, the Chair, is an independent director. The Chair’s Terms of Reference can be found in the Board’s Governance Rules and Practices Manual.
The Governance Committee reviews director attendance annually. In 2022, there were 23 meetings of the full Board and Board Committees including the Annual Meeting of the Members, Annual Public Meeting, and one Board Workshop. The Board had an average attendance rate of 93 per cent—one Director was on extended medical leave.

Board Mandate

Disclose the text of the Board’s written mandate.

The Terms of Reference for the Board of Directors can be found in the Board’s Governance Rules and Practices Manual.
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Position Descriptions

Whether the Board has developed written position descriptions for the Chair and the Chair of each Board Committee.
Whether the Board and CEO have developed a written position description for the CEO.

The Terms of Reference for the Chair and Terms of Reference for each individual Committee can be found in the Board’s Governance Rules and Practices Manual. The latter effectively guides the Committee Chairs.
The Terms of Reference for the CEO can be found in the Board’s Governance Rules and Practices Manual.
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Orientation and Continuing Education

What measures the Board takes to orient new directors regarding the role of the Board, its committees and its directors and the nature and operation of the corporation’s business.
What measures the Board takes to provide continuing education for its directors and how the Board ensures its directors maintain the skill and knowledge necessary to meet their obligations as directors.

The orientation and continuing education programs are described in the Board’s Governance Rules and Practices Manual.
The Orientation program includes an Airport 101 course for all new directors including a review of our purpose, vision, values and strategic plan, our governance structure, enterprise risk, fiduciary duty, and upcoming issues facing Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver. The Development and Education Plan is reviewed annually by the Governance Committee.
In terms of ongoing development, the Board receives periodic sessions with either outside or internal experts on topics of importance to the industry. Directors are also encouraged to participate in continuous learning and take part in external development opportunities.

Ethical Business Conduct

Whether the Board has adopted a written code of conduct, how an interested party may obtain a copy and how the Board monitors compliance with its code.
Any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.
Any other steps the Board takes to encourage and promote a culture of ethical business conduct.

The Director Conflict of Interest Policy and Protocol can be found in the Board’s Governance Rules and Practices Manual. In addition, all directors are subject to Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver’s Code of Ethics.
The Finance and Audit Committee is charged with ensuring that the corporate conflict of interest guidelines are strongly maintained and reviews this matter annually.
Each director is required to file an annual disclosure statement. The statements are reviewed by the Chair, Governance Committee Chair and Chief Governance Officer and are available for review by any director upon request to the Chief Governance Officer.
The by-laws require an annual statement on directors’ compliance with its conflict of interest guidelines. See the Director Ethics and Code of Conduct Section above for more information.
Should a director engage in an activity which may be construed as a conflict, the director must make full disclosure to the Chair, the Governance Committee chair and the Chief Governance Officer who will rule on the conflict in writing. Should the situation occur where a director or executive has a material interest in a transaction being considered by the Airport Authority, the director or executive will recuse themself from the Board discussion and decision-making.
The Chair has appointed the Chief Governance Officer to serve as the Designated Officer for the administration of rules for Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver employees concerning Conflict of Interest. The Conflict of Interest Policy is circulated annually to all employees and all complete a conflict of interest declaration form.
The Airport Authority has a formal Whistleblower Policy. In addition to internal channels for reporting, the Whistleblower Policy includes an option to report via a third-party confidence phone line or website.
Periodic reminders of the Whistleblower Policy are distributed to employees and to third-party vendors.

Nomination of Directors

The process by which the Board identifies new candidates.
Whether or not the Board has a nominating committee composed entirely of independent directors.
If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

The Board may appoint up to four directors from the Community at large. The Governance Committee, which is composed entirely of independent directors, acts as the Nominating Committee and is responsible for the recruitment and recommendation of candidates to the Board for its consideration to fill at-large positions.
The Governance Committee annually reviews a Director Skills and Attributes Matrix to ensure that the matrix continues to be aligned with the strategic direction of the business. It then reviews the skills, knowledge and attributes of current directors—as well as their length of tenure—to identify current and upcoming gaps. It also considers the Board Diversity and Inclusion Policy.
The Governance Committee may engage assistance from an external consultant to help with this process.
For director positions nominated by Nominating Entities, the Airport Authority reviews the Board Matrix with the Entity and discusses the skills and experience currently required by the Board, as well as our Diversity and Inclusion Policy, and requests that the Entity keep these in mind in making its nomination.

Compensation

The process by which the Board determines the compensation for directors and officers.
Whether or not the Board has a compensation committee composed entirely of independent directors.
If the Board has a compensation committee, describe the responsibilities, powers and operation of the committee.
If a compensation consultant or advisor has, at any time since the beginning of the corporation’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or adviser and summarize the mandate for which they have been retained.

See the YVR Annual & Sustainability Report for more information.
The Human Resources Committee is composed entirely of independent directors.
The Human Resources Committee’s Terms of Reference can be found in the Board’s Governance Rules and Practices Manual.
The Human Resources Committee engages Korn Ferry to provide independent compensation advice with regard to the executive compensation plan.The compensation consultant’s mandate includes providing compensation benchmark data and advise on the design of incentive programs.

Other Board Committees

Disclose whether or not the Board has standing committees other than audit, compensation and nominating committees and describe their function.

The Board also has a Development Committee. Its Terms of Reference can be found in the Board’s Governance Rules and Practices Manual.

Assessments

Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution and describe the process used for the assessment.

There is an annual process to review Board, Committee and individual director effectiveness.
In 2022, the Board engaged WATSON Inc. to conduct a Peer Evaluation. A Board Evaluation will be undertaken in early 2023

10.

Director Term Limits and Other Mechanisms of Board renewal

Disclose whether or not the Board has adopted term limits for the directors on its Board or other mechanism of Board renewal and, if so, include a description of those director term limits or other mechanisms of Board renewal.

Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver has adopted term limits. As set out in Section 1.4 of the corporate by-laws, directors may serve a maximum of nine years, three terms of three years each. The by-law includes a limited exception that allows it to appoint a director for an additional 10th year to balance continuity and renewal.

11.

Policies Regarding the Representation of Women on the Board

Disclose whether the Board has adopted a written policy relating to the identification and nomination of women directors.

The Board’s Diversity and Inclusion Policy includes targets of gender parity and 30 per cent of directors being drawn from other diversity groups.

12.

Consideration of the Representation of Women in the Director Identification and

Selection Process

Disclose whether and, if so, how the Board or nominating committee considers the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board.

As set out in our Diversity and Inclusion Policy, the Governance Committee specifically instructs third-party search firms to identify women and other diversity candidates, who have the skill sets and experience required at a given time. It has successfully recruited women with experience in finance, the airline industry, government, human resources management, and the digital and technology sector. We also encourage our Nominating Entities to consider women and other diversity candidates in their nomination processes.

13.

Consideration Given to the Representation of Women in Executive Officer Appointments

Disclose whether and, if so, how the corporation considers the level of representation of women in executive officer positions when making executive officer appointments.

Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver has a policy to strive to create a workplace that reflects the diversity of the communities we serve, and this includes a commitment to diversity and inclusion in our management team.We support the Employment Equity Act and take measures to ensure fair employment practices across our organization.

14.

Board’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

Disclose whether the corporation has adopted a target (percentage or range by a set date) regarding women on the corporation’s Board.
Disclose whether the corporation has adopted a target regarding women in executive officer positions of the corporation.

The Board Diversity and Inclusion Policy includes a stretch target of gender parity as well as 30 per cent of the Board being made up of members from other diversity groups. Women currently occupy seven seats on the Board or 54% of the Board.Representatives from other diversity groups make up 23% of the Board.
Vancouver Airport Authority / L'Administration de l’aéroport de Vancouver has a long-term stretch target of 50 per cent of all management positions, including executive roles, being held by women. For executive roles, we have actively recruited into management positions below the executive ranks, which is a pool from which future corporate officers may be drawn. As of the end of 2022, women accounted for 44.4 per cent of the executive management team.

15.

Number of Women on the Board and in Executive Officer Positions

Disclose the number and proportion (in percentage terms) of directors on the Board who are women.
Disclose the number and proportion (in percentage terms) of executive officers, including all major subsidiaries of the corporation, who are women.

In 2022, there were seven women, including the Chair, on the Board. This represents 54 per cent of the Board, which has a total of 13 directors. It exceeds the 26 per cent average as reported in the Osler 2022 Diversity Disclosure Practices Report.

In 2022, there were four women Executives, including the CEO, which constituted 44.4 per cent of the nine executive officers of the company. This exceeds the 20 per cent representation of women executive officers as reported in the Osler 2022 Diversity Disclosure Practices Report.