Canadian Tire

Corporate Governance

Our Commitment

We are committed to strong corporate governance standards.

The Company’s ability to be successful, achieve sustainable growth, remain resilient and competitive in the face of ongoing changes and challenges, and serve our shareholders, customers, employees, Dealers, partners and communities is directly connected to the strength of our corporate governance standards. We strive to ensure that our standards are comprehensive, relevant, effective and transparent, having regard for the Company’s Brand Purpose and Core Values, regulatory requirements and best practices.

Good governance is the foundation of living up to our Brand Purpose and it begins with, and is led by, the Board, which is responsible for the stewardship of the Company. The Board acts in the best interests of the Company and its shareholders, and it is committed to working with management to achieve long-term, sustainable growth for the Company.

This approach is guided by the vision of CTC’s founders, A.J. and J.W. Billes, whose legacy is carried on today by their successors. Martha Billes and Owen Billes, the Company’s controlling shareholders, are committed to strong corporate governance and operate through the Company’s Board, which is majority independent and led by an independent Chairman.

The Board’s actions are guided by CTC’s Core Values, and the Board has developed operating principles that support these values and facilitate an aligned culture throughout the organization. For more details about our approach to corporate governance, see our 2023 Management Information Circular.

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


Effectively overseeing the management of the Company

Our Board oversees and makes decisions with respect to the Company’s strategy, financial objectives, capital allocation, relationship with Dealers, executive compensation, talent development and succession planning, growth opportunities, financial reporting and disclosure, fundamental policies and systems, the control environment, enterprise risk management, the safeguarding and enhancement of the Company’s brand, and ESG matters. In carrying out its duties, the Board considers the financial, risk, competitive, human resource and brand implications of strategies, tactics and transactions proposed by management.

The Board has delegated a number of its responsibilities to its four standing Committees, as permitted by law, to enable the Board to operate more efficiently and spend more time on priority matters while empowering its Committees to focus on key areas of accountability. The approach to Committee delegation complements and enhances the work of the Board. Each Committee has a written mandate that sets out its purpose and responsibilities. Key areas of responsibility for each Committee are highlighted below:

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; executive compensation; talent development and succession planning; workforce diversity, inclusion and belonging; and employee engagement.

Governance Committee:

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

Brand and Corporate Responsibility Committee:

Brand Purpose and brand trust; ESG topics, strategy development and reporting; and risks related to ESG topics impacting brand and reputation.

Each Committee has provided a report summarizing its purpose and responsibilities under its mandate and providing an update on its activities during 2022. See pages 36 to 42 of our 2023 Management Information Circular.

Our approach to ESG governance

Board oversight of how management is addressing the Company’s priority ESG topics and the resulting impacts on the Company’s brand and reputation is the responsibility of the Board’s Brand and Corporate Responsibility Committee, which coordinates with the other Committees of the Board. Management oversight of our ESG strategies and related initiatives is the responsibility of the Executive ESG Council. More details on how we manage and oversee our priority ESG topics and related strategies and risks can be found in the Our Approach to ESG section of this report.


Ensuring our Board is independent and reflects a diverse mix of experiences, skills and personal characteristics

The Board’s wide-ranging responsibilities, such as strategy and operational performance, risk oversight and succession planning, are inherently complex, requiring talented and dedicated individuals with a diverse mix of experience, skills, backgrounds and other personal characteristics to effectively govern the Company. Having a majority of independent directors is also one of the ways we ensure that the Board is able to make decisions in the best interests of the Company. The Board dedicates significant time and effort towards renewal to ensure the Board is well-balanced and well-positioned to fulfill its responsibilities.

The director selection process is led by the Governance Committee, as the Board’s nominating committee, which evaluates the current composition of the Board in light of any changes to the Company’s strategies and risks, current and anticipated Company priorities, and plans for succession.

In 2022, the Governance Committee developed a skills matrix to ensure that the highest priority skills for effectively overseeing the management of the Company are represented on the Board. The Board also adopted a written diversity policy codifying its commitment to diversity and set a target that it be comprised of at least 30% women by the 2023 Annual Meeting of Shareholders and thereafter. At the 2023 Annual Meeting of Shareholders, the shareholders elected five women to the Board, achieving this target. For more information on the composition of our Board, please see our 2023 Management Information Circular.

The Governance Committee, which is composed of independent directors, makes the recommendation to the Board on each director’s nomination for election or appointment, after having considered the skills matrix, the Board diversity policy, the results of director performance assessments, director tenure, succession planning, independence considerations and other legal requirements, the overboarding policy, interlocking directorships, and the results of due diligence reviews.


Instituting strong risk management policies and frameworks

Balanced risk-taking and effective risk management create valuable business returns and shareholder value, as well as market opportunities and competitive advantages, all of which support profitable growth. The effective management of risk is a key priority for the Board and management.

The Board and the Audit Committee have joint accountability for ensuring 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 strategic, operational and financial risks. The Company has also established an Enterprise Risk Committee, an executive management committee that meets at least quarterly and provides direct oversight of all key and emerging risks faced by CTC.

Through its delegated authority, the Audit Committee reports to the Board on management’s assessment of key and emerging risks, including mitigation plans and risk ratings. It also recommends to the Board changes to the ERM Policy and Framework, Risk Appetite Statement and other policies governing significant risks, such as cyber security and financial risk, which the Audit Committee oversees on behalf of the Board. The Board conducts an annual review of the Company’s ERM processes and, assisted by the review of the Audit Committee, approves the Company’s risk disclosures.

The Board has also delegated oversight over certain key risks to its other standing Committees, with the Management Resources and Compensation Committee overseeing talent risk and the Brand and Corporate Responsibility Committee overseeing brand risk related to ESG topics.

Effective monitoring of our enterprise strategy requires the Board to monitor risks to, or of, the strategy. As such, in addition to the Audit Committee’s role in overseeing the Company’s ERM processes and Committee oversight of certain allocated risks, the Board directly oversees top strategic risks. These risks are addressed through reporting from the Committees, management and the Board’s external advisors on a regular cadence, and discussions on one or more top strategic risks are held at regularly scheduled Board meetings in order to monitor their status and the Company’s ongoing response.

CTC’s Risk Governance Structure

Canadian Tire Corporation's risk governance structure

Board of Directors + Board Committees

Canadian Tire Corporation's risk governance structure

President and CEO

Canadian Tire Corporation's risk governance structure

Management Committees

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 process

Management oversight of risk

We regularly assess our businesses to identify and evaluate 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 Enterprise Risk Committee and reported to the CEO, the Audit Committee and the Board, as appropriate.


Maintaining open communication with our shareholders

We believe that maintaining open lines of communication with our shareholders on key matters is of critical importance. Our Board and management are always interested in their views, and we have worked to develop a trusted relationship with the investment community. The Governance Committee actively oversees management’s approach to shareholder engagement and reviews the Board’s processes in order to strengthen its connection with shareholders.

Ordinary course engagement and communications with shareholders, whether through the Board or management, include:

  • quarterly earnings calls and news releases
  • annual and quarterly financial reports
  • other annual disclosures and voluntary reporting, including the Management Information Circular, the 2022 Annual Information Form and the Company’s ESG Report
  • industry conferences, store tours and distribution centre tours
  • information provided on our website
  • responses to investor inquiries via phone, email or letters
  • our annual meeting of shareholders
  • events and meetings with institutional and other shareholders

2022 shareholder outreach highlights


Actively engaged with existing shareholders and marketed to prospective investors across North America.


The Board and management conducted various shareholder engagement activities, addressing topics of interest to investors, including strategy and performance as well as governance and ESG matters.

Connecting with the Canadian Coalition for Good Governance

The Canadian Coalition for Good Governance represents the interests of institutional investors, promoting good governance practices in Canadian public companies. In 2022, the Chairman of the Board and the Chairs of the Governance Committee and the Management Resources and Compensation Committee met with the Canadian Coalition for Good Governance on a broad range of topics, including board composition and diversity, skills and succession planning, corporate strategy and material business risk oversight.

Unless otherwise indicated, information in this ESG Report is provided for the 2022 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 on this page, and our forward-looking information disclaimer, please click here.