Board compensation

Remuneration to elected CIRA directors is based on the following principles:

  • Attract and retain skilled, productive board members with core governance competencies.
  • Ensure external market competitiveness and equity.
  • Recognize the additional responsibilities undertaken by the chair, vice-chair and committee chairs.
  • Be fiscally responsible and consistent with corporate governance best practices.

The board ensures a review of compensation for elected directors by an independant consultant every three years, using the principles set out in this section, to ensure compensation practices are current and in line with the market.

Going forward, the comparable market (a 50%/50% composite of national not-for-profit and high tech private sector) will be used as a reference point to calculate appropriate compensation.

These principles are based on a review conducted by an independent consulting firm in July 2009. The purpose of the review was to ensure compensation remains consistent with that of directors serving in similar industries and organizations of comparable size to CIRA.

Who mandated the board compensation package?

The CIRA membership overwhelmingly approved a by-law amendment package at a Special Members’ Meeting (SMM) February 1, 2006, in Toronto. This included an amendment to By-Law 1, section 3.15 (c), directing the board to retain the services of an independent consulting firm to establish compensation to which elected directors are entitled for performance of their duties.

The by-law change package was approved by Member vote, with 251 of 307 Members (81.75%) present voting to pass the changes.

Who developed the compensation package?

A third-party human resources consulting firm was hired by CIRA to conduct a board compensation survey. Twelve organizations of a similar size, scope and class were surveyed to form a comparison baseline. The consulting firm prepared a compensation framework for the board of directors based on the survey results. This framework was used to draft the compensation proposal brought forward to and approved by CIRA Members.

How was the survey for the Members’ consultation conducted?

With the help of a market research firm, CIRA surveyed its Members in early 2007 to measure support for the proposed board of directors compensation package. Members were contacted January 8, 2007 by email to participate in an online survey. Members were given instructions, background information and the proposed compensation package. The survey asked, “Do you agree that the proposed compensation plan for elected directors is reasonable?” Members were also given the opportunity to provide comment.

What were the results from the Members’ consultation for the board compensation package?

Members were invited to participate in the survey via a mass email sent to 249,990 Members. The survey generated significant response:

  • 12,675 Members completed the survey.
  • A 70.5% majority voted “yes” and agreed with the proposal, demonstrating strong support for the compensation plan.
  • 14.6% cast a “no” vote, indicating they didn’t agree with the proposed compensation plan.
  • 14.8% answered “no opinion.”

Which board directors are eligible for compensation?

Elected board directors of CIRA are given remuneration to recognize their time and effort and to help the organization attract and retain experienced and knowledgeable members to its Board.

The three board advisors, including CIRA’s president and CEO, Industry Canada’s representative, and John Demco, are not eligible for compensation.

Why are CIRA board directors compensated?

Based on the results of the review of similar non-profit organizations, a compensation plan for CIRA Directors was developed to:

  1. Attract and retain skilled, productive board members representative of the Canadian population.
  2. Ensure external market competitiveness and internal equity.
  3. Recognize the additional responsibilities undertaken by the executive committee and the committee chairs.
  4. Be fiscally responsible and consistent with corporate governance best practices.

Board members can also donate their compensation to a charity of their choice.

What compensation do CIRA directors receive?

Directors are compensated based on their role within the board of directors, the number and types of meetings they attend, and any additional committee work performed.

CIRA director compensation schedule - Effective November 1, 2013

Chair
Annual Retainer: $20,000
Fee per meeting (Board/Committee): $700/$300

Vice-chair/committee chairs/corporate secretary
Annual Retainer: $12,000***
Fee per meeting (Board/Committee): $700/$300

Director
Annual Retainer: $10,000
Fee per meeting (Board/Committee): $700/$300

***In the event that a board member is the chair of two or more committees or holds the position of vice-chair or corporate secretary and also is the chair of one or more committees then the annual retainer will be $14,000.  There is no additional retainer for the chair in the event that the chair also is the chair of one or more committees.