Our Approach
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.
committees
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.
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.
Governance Committee
corporate governance policies and practices; Board and Committee composition; Board performance
assessments; and director education and orientation.
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.
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
75%
Twelve of the directors of the Board are independent
19%
Three of the directors of the Board are women
- 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
3
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.
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.
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.