Canadian Tire

Corporate Governance & Risk Management

Our Commitment

We are committed to growing sustainably and responsibly.

We believe in strong corporate governance standards, as reflected in our policies and practices, and strive to ensure that they are comprehensive, relevant, effective, and transparent. CTC’s ability to be successful, achieve sustainable growth, and remain resilient and competitive in the face of ongoing changes and challenges is directly connected to the strength of our corporate governance.

Our approach to corporate governance is led by the Board, which is responsible for the stewardship of the Company. The Board acts in the best interests of CTC and is committed to working with management to achieve long-term, sustainable growth for the Company.

The Company has two classes of shares, Common Shares and Class A Non-Voting Shares. This structure has provided stability and strong governance over many years. With the full support of our controlling shareholders, Martha Billes and Owen Billes, the Board and management are empowered to focus on long-term growth and value creation, including the Company’s ESG strategy and initiatives.

Outlined below are some of our governance practices and policies. For more details about our approach to corporate governance, see our 2022 Management Information Circular.

Governance Snapshot

  • A majority of our directors are independent
  • We have an independent Chairman of the Board
  • We have separated the offices of the Chairman of the Board and the President and CEO of the Company
  • The Governance Committee, Management Resources and Compensation Committee and Audit Committee are all independent
  • Our President and CEO does not sit on any Committees
  • We have individual (not slate) voting for directors
  • We do not have a staggered board; all of our directors are elected annually
  • We have a majority voting policy for directors who are elected by the holders of Class A Non-Voting Shares
  • We have no public company interlocking directorships
  • We have a Brand and Corporate Responsibility Committee that oversees ESG topics
  • We have director and executive share ownership guidelines and monitor and disclose progress towards the achievement of such guidelines
  • Our directors are not overboarded; we limit the number of other public company boards on which our directors can serve
  • Independent directors meet in camera during every regularly scheduled Board and Committee meeting
  • We have formal Board, Committee, Chairman of the Board and director assessment procedures
  • The Board and Committees have full authority to retain independent external advisors
  • We have a director orientation program and provide ongoing education opportunities for directors
  • We have a Code of Conduct that applies to all directors, officers, employees and independent contractors, and a Supplier Code of Business Conduct

We Are Here to Make Life in Canada Better by conducting business in a way that is rooted in accountability and integrity, fostering shareholder confidence, and promoting responsible long-term growth.

Our Approach


Our Board Governance

Our Board oversees significant corporate actions and makes decisions relating to, among other things, strategic planning, financial objectives, capital allocation, the relationship with Dealers, succession planning, talent management and development, growth opportunities, financial reporting and disclosure, fundamental policies and systems, the control environment, the management of enterprise risk, the safeguarding and enhancement of our brand and corporate responsibility, including with respect to ESG topics.

The Board fulfills its duties directly and through its Committees. The Board has delegated a number of its responsibilities to its Audit, Management Resources and Compensation, Governance, and Brand and Corporate Responsibility Committees in order to enable the Board to operate more efficiently and spend more time discussing strategic issues with management.


Canadian Tire Corporation's governance committee
Audit Committee

financial statements and related disclosures; internal control over financial reporting and disclosure controls and procedures; enterprise risk management; and internal and external auditor oversight.

Canadian Tire Corporation's governance committee
Management Resources and Compensation Committee

human resources strategies, plans, policies and procedures; talent management; succession planning; workforce diversity and inclusion; and compensation for senior management and executives.

Canadian Tire Corporation's governance committee
Governance Committee

corporate governance policies and practices; Board and Committee composition; Board performance assessments; and director education and orientation.

Canadian Tire Corporation's governance committee
Brand and Corporate Responsibility Committee

brand purpose and brand trust; ESG topics, strategy development and reporting; and risks related to ESG topics, brand and reputation.

Each Committee has provided a report summarizing its purpose and responsibilities under its Mandate and setting out highlights from its activities during 2021. See pages 34 to 40 of our 2022 Management Information Circular.

ESG Governance

Oversight of our brand and ESG strategies and risks is the responsibility of the Board's Brand and Corporate Responsibility Committee, which coordinates with the other Committees of the Board as needed. Management oversight of our ESG strategies and risks is the responsibility of the Executive ESG Council. More details on how we manage and oversee ESG strategies and risks can be found in the Our Approach to ESG section of this Report.


Our Board Composition

We strive to maintain a Board comprised of talented and dedicated directors who possess the skills, expertise and experience required at any given time.

The Board is comprised of a majority of directors who are independent and is led by an independent, non-executive Chairman. Having an independent Board is one of the ways we ensure that the Board is able to operate independently of management and make decisions in the best interests of the Company.

The Governance Committee, as the Board’s nominating committee, considers the competencies, experience and skills that are necessary for the Board as a whole to possess.

The Board is committed to diversity, including with respect to gender, age, race and ethnicity, and is actively working to increase the diversity of its directors, while ensuring the necessary competencies, experience and skills are represented on the Board.

Board Demographics1

Canadian Tire Corporation's composition of board

Twelve of the directors of the Board are independent

Canadian Tire Corporation's composition of board

Three of the directors of the Board are women

Canadian Tire Corporation's composition of board
  • Ten directors have served for five years or less
  • Four directors have served for six to ten years
  • Two directors, our controlling shareholders, have served for greater than ten years

Enterprise Risk Management

Risk-taking is an integral part of conducting business, enabling us to achieve our strategic objectives and business goals. Balanced risk-taking and effective risk management creates valuable business returns and shareholder value, market opportunities and competitive advantages, all of which support growth. The effective management of risk is a key priority for the Board and management.

The Board and the Audit Committee have accountability to ensure that management develops and implements a comprehensive Enterprise Risk Management (ERM) Policy and Framework, Risk Appetite Statement, and other policies designed for identifying, assessing, monitoring, mitigating and reporting on the Company's key and emerging risks.

The foundation of our ERM Framework is a governance approach that includes a committee structure and a comprehensive set of policies approved by the Board. Of particular importance is our Enterprise Risk Committee (ERC), an executive management committee that meets at least quarterly, and provides direct oversight of all key and emerging risks faced by CTC. The ERC assists the CEO in ensuring that strategies are in alignment with CTC's risk appetite, recommending risk-related policies for the Board's approval and evaluating the effectiveness of CTC's risk mitigation processes and controls.

Canadian Tire Corporation's risk governance structure

Board of directors

Canadian Tire Corporation's risk governance structure

President and CEO

Canadian Tire Corporation's risk governance structure

Disclosure Committee

Senior Executives

Canadian Tire Corporation's risk governance structure

enterprise risk committee

Three lines of defense

Canadian Tire Corporation's risk governance structure


Business units and Support Functions, who are responsible for assessing and managing risks associated with their activities

Canadian Tire Corporation's risk governance structure


Oversight Functions, who provide oversight and challenge of risk and risk-taking activities

Canadian Tire Corporation's risk governance structure


Internal Audit, who provides independent assurance and advice on the effectiveness of CTC's risk management, control and governance processes

Management oversight of risk

We regularly assess our businesses to identify and assess key risks that could have a significant adverse impact on our brand, financial performance, and/or ability to achieve our strategic objectives. We approach the mitigation and management of risk holistically, with a view to ensuring all risk exposures are considered. Examples of risks assessed:

  • Strategic Risks: strategy, key business relationships, reputation
  • Financial Risks: financial instrument, liquidity, foreign currency, interest rate
  • Operational Risks: talent, technology functionality, resiliency and security, cyber, data and information, operations, financial reporting, credit, legal, regulatory and litigation, geo-political

We monitor our risk exposures to ensure that business activities are operating within approved limits, strategies and risk appetite. Exceptions, if any, are reviewed by the ERC and reported to the CEO, the Audit Committee and the Board, as appropriate.

Additional details about the Board's oversight of enterprise risk can be found in our 2022 Management Information Circular.


Shareholder Engagement

We believe in maintaining open lines of communication with our shareholders on key matters. Our Board and management are always interested in their views, and we have worked to develop a trusted relationship with the investment community. We are committed to comprehensive and transparent reporting on matters of importance to our shareholders.

In 2021, our shareholder outreach included the following activities:

In-person meetings

between the President, CEO, CFO and significant institutional investors to address topics of interest

Four Virtual Industry conferences

111 Institutional investor meetings

with management and the Head of Investor Relations

On March 10, 2022, CTC hosted an Investor Day to unveil our strategic priorities and new financial aspirations. Access the full Investor Day webcast and presentation here.

1These figures reflect the composition of the Board following the election of directors at the 2022 Annual Meeting of Shareholders.

Unless otherwise indicated, information in this ESG Report is provided for the 2021 fiscal year. For further information on our approach to ESG reporting, including our Glossary, which sets out definitions of capitalized terms and acronyms that are not otherwise defined in this page, and our forward-looking information disclaimer, please click here.