Financial Executives International Canada. Board of Directors Minutes of Teleconference Meeting of July 12, :00 AM EST

Transcription

1 Financial Executives International Canada Board of Directors Minutes of Teleconference Meeting of July 12, :00 AM EST Present: Louis O Brien, Chair Grant Ring, Vice Chair Massood Oroomchi, Vice-President Jim Power, Vice-President Louis Marcotte, Treasurer Robert Dietrich Michael Cangemi Bill Ross Cliff Truax David Graham, Secretary Barry Gorman, CFERF Vic Wells, President & CEO Joe DiLorenzo Alister Cowan Steve Bower Jim Drinkwater Regrets: Kathy Stevenson, Past Chair Karyn Brooks Alexis Dow Ray Hawrelak 1.) Opening Remarks The Chair welcomed everyone to the meeting at 11:02 am EST and provided a brief overview of the agenda and an introduction to the Board. 2.) Report from the President and CEO of FEIC Vic Wells highlighted the report he tabled to the Board and solicited questions. Louis Marcotte offered to assist, if necessary, regarding re-signing Watson Wyatt as a Strategic Partner. Louis O Brien asked when a final decision would be made on the PR project vendor and Vic indicated a decision would be made very shortly. Alister Cowan questioned whether we have too many Strategic Partners and Vic responded that 14 partners is the target number per the budget and for the practical administration of the program. Louis congratulated Vic and the staff on the membership growth of 132 net new members for F2007. No other questions were forthcoming and Louis thanked Vic for his report. 3.) Director and Committee Responsibilities Louis O Brien read through the Board Meeting Protocol which was circulated and also indicated that dates for the upcoming meetings will be circulated shortly. He also indicated each Board meeting will have an In-camera session at the end of the meeting. Cliff Truax asked if minutes will be prepared for the In-camera session and Louis indicated that reference notes will be prepared from general discussions and minutes will be recorded for specific decision items. He will keep copies of these notes, but they will not be distributed. Louis then briefly reviewed the Terms of Reference (TofR) of each committee with the Chair of the committee and indicated which staff member was responsible for that committee. Louis, as suggested by Massood, instructed each Committee Chair to review the TofR with their members and bring forward any changes for approval at the first or next meeting of the committee. To ensure the committees start the year with the new mandates, the next meeting of the Board will address any amended TofR issues. Bill Ross will develop a TofR for the Canada s CFO of the Year program for the Board. 1

2 Massod suggested that the Director-at-large members be given specific responsibilities within the Board and Louis agreed. Cliff Truax suggested that a position for Awards be designated. This would be Awards outside of CFOY for such things as the Distinguished Service Awards and the case competition. Louis agreed that Cliff assume this responsibility and the change will be reflected. Joe DiLorenzo suggested that these positions be utilized to gauge specific issues and provide assistance to the Vice-Presidents as required. 4.) Board Responsibility with the Strategic Plan Louis indicated that the Board responsibility lies at the strategic level and will focus on approval the Strategic Plan and measuring the results. The CEO will play a pivotal role in the strategic renewal from a business operating environment perspective. As such, Louis would like to schedule a face-to-face session which will look at the existing strategy and will determine if the strategy is still relevant and appropriate, and whether adjustments are required. In terms of committee reports to the Board, they should focus on the strategic objectives of the Board as well as the general operational tactics of the committee. 5). CEO Search Committee Update Louis provided a brief update from the committee. They have met with Caldwell and have determined a list of possible candidates, some within FEIC and some external to FEIC. The feeling is there are a number of excellent candidates and it will be a difficult decision given the strength of candidates available. The timeline is that interviews will take place in late August with a short list prepared by mid-september. There may be a short meeting of the Board in late September to discuss the final selection process. 6.) Tentative 2008 Meeting Schedule David provided a brief overview of the timeframe of when the meetings will occur and detailing some of the specific agenda items. David will circulate the actual dates to the Board when determined. The Board discussed the notion that the length of the meetings may be too short given the amount of business conducted at the meetings. Louis indicated that the focus at the Board meetings will be on strategy with the majority of the operational details being addressed at the committee level. As such, we may want to schedule meetings for two hours and this will be addressed this going forward. 7.) Other Business There was no other business conducted 8.) Closing Remarks Louis thanked everyone for their participation and is looking forward to working with this Board for the upcoming year. 9.) Adjournment: The meeting was adjourned at 12:07 pm EST 2

3 Financial Executives International Canada Special Board of Directors Meeting Minutes of Teleconference Meeting of September 19, :00 PM EDT Present: Louis O Brien, Chair Grant Ring, Vice Chair Kathy Stevenson, Past Chair Louis Marcotte, Treasurer Massood Oroomchi, Vice-President Alister Cowan Ray Hawrelak Robert Dietrich Michael Cangemi Bill Ross Cliff Truax David Graham, Secretary Barry Gorman, CFERF Vic Wells, President & CEO Steve Bower Jim Drinkwater Regrets: Jim Power, Vice-President Karyn Brooks Alexis Dow Joe DiLorenzo 1.) Opening Remarks The Chair welcomed everyone to the meeting at 1:02 pm EDT and indicated there is only one agenda item of this Special Meeting of the Board. 2.) Approval of the Selection and Compensation of the new President and CEO of FEIC Louis provided a brief report from the Selection Committee. The selection committee was comprised of Louis O Brien, Grant Ring, Kathy Stevenson, Laurie Tugman and Bill Ross. Caldwell Partners was retained to assist with the search. The position was advertised in the Globe and Mail as well as other sources. A long list of candidates was compiled and seven candidates were selected for interviews in mid-august. Second interviews were provided to four candidates who were asked to provide a first 90-day plan which was then discussed in-depth with each candidate. Louis praised Caldwell for the work they performed, as all finalists were excellent candidates. Ultimately, the Selection Committee determined that their choice was Michael Conway. Michael is a long standing member of FEIC, has volunteered extensively at the chapter level, is a past Chair of Toronto Chapter and served on the National Board as Chair of the 2006 Niagara Conference Committee. Ray Hawrelak asked what characteristics distinguished Michael from the other candidates. Louis responded that each candidate has their own strengths, some more conservative and some more aggressive in their approach to delivering on the strategic priorities. Michael seemed to strike the right balance, combined with the mix of skills he possesses; articulate, good public speaker, bilingual etc.. Rob Dietrich asked if there was a specific tenure for the position and Louis then informed the Board that there isn t a specific end date but it is anticipated that there is at least a five year time horizon. Louis then reviewed the specific terms of the contact with the Board. The separation clauses were discussed and Kathy Stevenson confirmed that the contracted was reviewed by FEIC s HR legal counsel. 1

4 Kathy Stevenson motioned, and Rob Dietrich seconded, the motion that Michael Conway be appointed as President and CEO of FEI Canada with the remuneration specified in the employment contract. The motion to appoint Michael Conway as President and CEO of FEI Canada with the remuneration specified in the employment contract has been approved unanimously by the Board. Kathy and Louis both thanked Vic Wells on behalf of the Board for his efforts during this transition period. 3.) Closing Remarks Louis closed the meeting by thanking the Selection Committee for their dedication and for the many hours they volunteered of behalf FEI Canada. 4.) Adjournment: The meeting was adjourned at 1:20 pm EDT 2

5 Financial Executives International Canada Board of Directors Minutes of Teleconference Meeting November 22, 2007, 8:00 AM EST Present: Louis O Brien, Chair Grant Ring, Vice Chair Massood Oroomchi, Vice-President Louis Marcotte, Treasurer Michael Conway, Chief Executive Jim Power, Vice-President David Graham, Secretary Karyn Brooks Ray Hawrelak Cliff Truax Kathy Stevenson, Past Chair Alister Cowan Bill Ross Barry Gorman(ex-officio) Regrets: Jim Drinkwater Steve Bower Robert Dietrich Joe DiLorenzo (ex-officio) Michael Cangemi (ex-officio) Alexis Dow (ex-officio) 1) Opening Remarks and Approval of Agenda The Chair, Louis O Brien, welcomed everyone to the meeting at 8:15 am EST and provided a brief overview of the agenda. With the consent of the Directors, the Board decided to forego an in-camera session at the end of the meeting. The agenda was approved by those present. 2) Approval of Minutes from the October 3, 2007 Meeting Louis O Brien asked the Board members if there were any changes to the minutes presented. Jim Power mentioned the correct date for the CFOY Gala is May 29, 2008 and this change was made. Grant Ring motioned, and Kathy Stevenson seconded, that the October 3, 2007 minutes be approved. The motion to approve the October 3, 2007 minutes was carried by those Board members present. 3) Matters Arising from the Previous Meetings Louis O Brien directed the Board members to the new Log of Matters Arising from the Previous Meetings on page 2 of the package. Louis complimented this addition and then asked whether the chapter F/S issue belongs with the GSC or with Ops. David and Massood clarified that this issue will go through Ops before it is brought to the Board, but the GSC is the correct place for this issue to be discussed initially. Jim Power asked about the procedures for approving the Terms of Reference ( TofR ) and Louis clarified that the Governance Committee will be meeting in January to review and align the TofR and then will make recommendations to the Board for approval. 1

6 4) Report from FEI Canada s National President &CEO Michael Conway provided a brief overview of the report he tabled to the Board. He highlighted that FASB and the IASB were aware of FEI Canada s call to delay IFRS by a year. He also reviewed the progress made on his 100 Day Plan. Michael indicated that has met with the other principals of CFOY and we will be endeavoring to improve the profile of FEIC within CFOY, with the assistance of Fleishman Hillard. Louis mentioned he has been impressed with the work of FH to date. The Strategic Plan Update discussion was deferred to the Strategic Retreat following this Board meeting. Michael has had several discussions with Michael Cangemi at FEI with the purpose of expanding the international profile of both organizations. The IASB is planning to have a conference on IFRS in Toronto in April The IASB approached the CICA and FEI (not FEIC) to discuss sponsoring this event. FEI entered into discussions with the IASB without informing FEI Canada of the terms, expectations and benefits of a sponsorship in Canada. Initially, FEI Canada had existing contractual obligations with a Strategic Partner which prevented us from sponsoring this event directly. Ultimately, after lengthy discussions with FEI, CICA, IASB and our Strategic Partner, concessions were made and a mutually beneficial arrangement was negotiated. However, the issue of FEI contracting on behalf of FEI Canada, without informing FEI Canada of the negotiations, will need to be resolved. It was suggested that this be addressed at the next Canada/US Relations Committee. 5) Decision Items Louis O Brien suggested that as the decision items are contained within the committee reports they would be addressed at that time. 6) Committee Reports i) Operations Committee Massood referred the Board to the report he tabled and to the September 30, 2007 Financial Statements and he provided a brief overview for the Board. Bill Ross asked about the timing difference on membership dues and fees. David and Michael explained that the third quarter is when the majority of new membership growth occurs and the initiation fees generated from this surge in new members will bring the actual revenues back in line with the budget. Massood asked whether the anticipated membership growth of roughly 10% is still expected and David responded that we still intend to reach or exceed this target. Louis asked why there is a significant drop in accounts payable between year end and the first quarter of David explained that this was due to a high level of conference expenses still payable at year end. Louis Marcotte asked whether the portfolio investments are secure and David verified that the bulk of our investments are in guaranteed government bonds. Massood Oroomchi motioned, and Karyn Brooks seconded, that the September 30, 2007 Financial Statements, as tabled, be approved by the Board. The motion to approve the September 30, 2007 Financial Statements was carried by those Board members present. Massood provided the Board with a brief explanation of the proposed FEI Canada Authority Approval Guidelines and the delegation of authority within FEI Canada. He stressed that this is a live document and it will be updated over time as necessary. Louis clarified that if there is a significant transaction or event which is not contemplated by this document, it will be referred to 2

7 the Board for resolution. Two small changes were suggested in the Personal Benefits section; the word all be removed from HR policies (thus only significant HR policy changes will be brought to the Board), and differentiation will be made between the CEO/Controller and all other staff for employee benefit authorities. Massood Oroomchi motioned, and Kathy Stevenson seconded, that the FEI Canada Authority Approval Guidelines, as tabled and amended, be approved. The motion to approve the FEI Canada Authority Approval Guidelines was carried by those Board members present. ii) Presidents Council Jim Power provided a report from the Oct 3, 2007 CPC meeting. He reiterated Michael s point that efforts are being made to ensure the Chapters share information and have a broader focus. This also involves thinking of FEI Canada as one organization instead of 12 separate entities. Michael also expressed his desire that there be more continuity on the CPC by keeping past presidents involved with the council over, say, a three year term. iii) Conference Committee Jim Drinkwater was unavailable for the call but has sent a report he previously tabled to the Operations Committee. As the most recent Conference Committee Meeting was yesterday, Michael provided a verbal update of this meeting on Jim s behalf. The committee is still trying to secure big names for keynotes and other sessions, so Michael asked the Board for assistance in providing introductions to tier 1 speakers where appropriate. The sponsor brochure is being finalized. iv) IPAC Rob Dietrich was unavailable for this meeting but did provide a report for the Board. v) CCR Alister Cowan directed the Board to the report he tabled. He highlighted the CCR/IPAC joint presentation made by FEI Canada to the AcSOC on the timing of IFRS implementation. Massood asked about their reaction to the presentation and Karyn indicated that there were discussions by the council, but no specific reaction. She suggested our position will be helped by the Preparer Readiness Survey. vi) CFOY Bill Ross provided a verbal report to the Board. The CFOY Steering Committee has decided that it is not practical at this time to have a separate award for private companies. However, they are still eligible to compete for the CFOY as long as the nomination criteria are met. The nominations criteria will be amended to reflect this. Planning is well in hand and the program is still looking for one additional sponsor for 2008 to ensure the program remains financially viable. vii) CFERF Barry Gorman highlighted his report to the Board. Barry reported that Ramona Dzinkowski has put forward an attractive research agenda and CEREF has a number of projects which will run through August Barry mentioned that CFERF may request additional funds from the Board if existing funds have been used to support the research agenda. viii) Governance Kathy Stevenson informed the Board that the Committee hasn t met, but plans to do so in January 2008 as originally scheduled. At that time there will be a comprehensive review and alignment of the Terms of Reference and the By-Laws. Kathy thanked Tom Evans and the staff for there efforts on the GSC. Kathy also informed the Board that the Compensation Committee met briefly to approve the staff salary increases and the Fiscal 2007 Bonus Plan. The Committee is currently working with Michael to finalize the 2008 performance plan. 3

8 7) Other Business Michael Conway recommended to the Board that the Ottawa Chapter be renamed the National Capital Region Chapter. He referred the Board to the report provided and gave a brief explanation of the benefits of this name change and how this will help revitalize the chapter. Michael Conway motioned, and Grant Ring seconded, that the Ottawa Chapter be renamed as the National Capital Region Chapter. The motion to approve the Ottawa Chapter name change to National Capital Region Chapter was carried by those Board members present. 8) Closing Remarks Louis thanked everyone for their participation and the good discussion today. 9) In Camera Session of Independent Directors The in-camera session was not held for this meeting, but will resume at the next meeting. 10) Adjournment The meeting was adjourned at approximately 9:15 am EST. 4

9 Financial Executives International Canada Board of Directors Minutes of Teleconference Meeting March 6, 2008, 11:00 AM EST Present: Louis O Brien, Chair Grant Ring, Vice Chair Massood Oroomchi, Vice-President Jim Power, Vice-President Michael Conway, Chief Executive David Graham, Secretary Ray Hawrelak Bill Ross Kathy Stevenson, Past Chair Steve Bower Barry Gorman(ex-officio) Regrets: Jim Drinkwater Louis Marcotte, Treasurer Robert Dietrich Alister Cowan Karyn Brooks Cliff Truax Joe DiLorenzo (ex-officio) Michael Cangemi (ex-officio) Alexis Dow (ex-officio) Guests: Tom Evans and National Staff (Christopher Sheedy, Cameal Prince and Lindsay Collins) 1) Opening Remarks and Approval of Agenda The Chair, Louis O Brien, welcomed everyone to the meeting at 11:05 am EST and provided a brief overview of the agenda. Louis informed the Board that, similar to the US meetings, the incamera will have two parts, the Board with the CEO and without FEI US, and then Board only, without the CEO. The agenda was approved by those present. 2) Approval of Minutes from the November 22, 2007 Meeting Louis O Brien asked the Board members if there were any changes to the minutes presented and none were suggested. Jim Power motioned, and Kathy Stevenson seconded, that the November 22, 2007 minutes be approved. The motion to approve the November 22, 2007 minutes was carried by those Board members present. 3) Matters Arising from the Previous Meetings Louis O Brien reviewed the log and no specific discussions occurred. 4) Report from FEI Canada s National President &CEO i) Michael Conway provided a brief overview of the Operational and Strategic update report he tabled to the Board. He highlighted operations focusing on Membership, Compelling Content, Profile, Public Relations and Branding, Database Management and National Strategic Partners. Michael referred the Board to the attached Membership Survey which will be discussed later. ii) Michael provided an introduction into the proposed strategic plan for and provided a brief overview of each of the five sections. These five sections are Profile, Membership and Chapter Relations, Governance, Knowledge Exchange and CFO Professional 1

10 Development/Designation. Most of these plans are an update and extension of the prior years plan. The Board did not express any comments or concerns at this time. iii) Michael asked Christopher Sheedy to briefly comment on the Membership Survey. Christopher indicated that the Member satisfaction rating was 88% and Member intention to renew their membership was 94%. These ratings are primary indicators on how we are doing. Michael added that the survey will be presented at the next CLC meeting and each Chapter will receive the results specific to their chapter. Kathy asked what else we can take away from this survey. Christopher indicated that there were concerns with the website, which should be addressed with the new website. Members indicated that they would value a FEI magazine specific to Canada which has more Canadian content. 5) Decision Items Louis O Brien suggested that, as the decision items are contained within the committee reports, they would be addressed at that time. 6) Committee Reports i) Governance Sub-Committee Tom Evans began by thanking the members of the GSC and staff for their efforts during the last year. Tom referred the Board to the full report sent to each Board member and then led the committee through the conclusions and recommendations of each section of the Executive Summary. The report is comprehensive and focused on Catagories of Membership and Equitable Member Experience, Programme Administration, Sponsorships, Administration, Finances, Communications and Chapter Charters. Tom and Michael both mentioned that the Executive Summary contains many concepts which will require detailed tactical planning and effective communication to both Members and Chapters prior to implementation of these initiatives. Louis thanked Tom and the Committee for tackling these issues and for canvassing and receiving input from many sources, as this was the most significant governance review in many years. Kathy Stevenson motioned, and Grant Ring seconded, that the recommendations contained in the Governance Sub-Committee report be accepted and approved. The motion to approve the recommendations contained in the Governance Sub-Committee Report was carried by those Board members present. ii) CFERF Barry Gorman highlighted his report to the Board. All of the current research projects are on schedule and there are several new projects on the horizon. Barry mentioned that there may be a request from CFERF for additional staff which may be necessary to accept additional projects going forward. Kathy indicated that this would be an FEI Canada resource and staffing issue. Barry and Michael agreed with this point and mentioned that CFERF needs to assess whether the risk/reward of additional staff is in the best interest of the foundation going forward. Barry asked that the review and approval of the CFERF Board slate be addressed now. Michael informed the Board that there are now four FEIC ex-officio positions on the CFERF Board. One of these positions is filled by the FEIC Vice-Chair, and in an effort to reduce the burden on the FEIC Vice-Chair, he requests that this position would be eliminated from the CFERF Board. Michael also informed the Board that Massood Oroomchi has agreed to stand for one of the regular (non ex-officio) positions on CFERF s next Board of Trustees, and thus should be added to the list of nominees tabled. 2

11 Kathy Stevenson motioned, and Barry Gorman seconded, that the CFERF slate as amended be approved by the Board. The motion to approve the amended CFERF slate was carried by those Board members present. iii) Operations Committee Massood referred the Board to the report he tabled and to the December 31, 2007 Financial Statements and he provided a brief overview for the Board. Massood also briefly discussed the June 30, 2008 forecast prepared by management. The Board didn t have specific questions on any of the financial statements. Massood Oroomchi motioned, and Ray Hawrelak seconded, that the December 31, 2007 Financial Statements, as tabled, be approved by the Board. The motion to approve the December 31, 2007 Financial Statements was carried by those Board members present. The Operations Committee is bringing forward the re-appointment of the auditors based on management s recommendation. Massood Oroomchi motioned, and Kathy Stevenson seconded, that Hilborn Ellis Grant LLP be approved as auditors for the next fiscal year. The motion to approve Hilborn Ellis Grant LLP as auditors for the July 1, 2008 to June 30, 2009 fiscal year was carried by those Board members present. iv) Governance Kathy Stevenson expanded on the report she presented as there are three significant changes to our governance structure. The Committee proposes that the existing Governance, Nominating and Compensation Committees be amalgamated, the Operations Committee be renamed the Audit and Finance Committee with a modified the mandate and the Chapters Presidents Council will be renamed the Chapter Leadership Council and the membership is being expanded to include eleven additional chapter representatives. Kathy also indicated the committee will develop and bring forward both generic committee chair terms of reference and a Board of Director s terms of reference. As a result of the changes to the committee terms of reference, the By-laws have been modified to reflect these cosmetic changes. There were also some other housekeeping changes. Kathy also discussed the nominating process the committee followed and presented the proposed slate of Directors for FEI Canada for Fiscal Kathy thanked Jim Power, Massood Oroomchi, Cliff Truax, Steve Bower and Jim Drinkwater for their services as Directors over the past year and in previous years. Kathy also thanked Tom for his work with the GSC. Michael informed the committee that the non-officio members of FEI Canada s next Board will be geographically diverse, with five members from each of the East, Central and West. Michael also confirmed that each Director on the slate has agreed to serve on the Board. Kathy Stevenson motioned, and Massood Oroomchi seconded, that the Terms of Reference for all Committees as tabled, with the slight amendments discussed, be approved by the Board. The motion to approve the Terms of Reference as tabled, with slight amendments, was carried by those Board members present. Kathy Stevenson motioned, and Grant Ring seconded, that the changes made to By-Law # 5 be approved. The motion to approve the changes to By-Law # 5 as tabled was carried by those Board members present. 3

12 Kathy Stevenson motioned, and Bill Ross seconded, that the slate of Directors, as tabled, for the ensuing year be approved. The motion to approve the slate of Directors for FEI Canada, as tabled, for the ensuing year was carried by those Board members present. v) Chapter Leadership Council Jim Power provided a report for the meeting but had to leave the call early due to another commitment. vi) Conference Committee Jim Drinkwater was unavailable for the call but has sent a report to the Board. Michael explained that the programme is very close to completion and 5 of 6 keynote speakers have been secured. vii) IPAC Rob Dietrich was unavailable for this meeting and did not provide a report for the Board. viii) CCR Alister Cowan was not in attendance, but provided a report for the Board. Additional information was also in Michael s report ix) CFOY Bill Ross informed the Board that Michael s update covered the basic elements and stressed that this years event will be as spectacular as was in the past. 7) Other Business Louis O Brien has requested the Board of Directors meeting on May 8, 2008 be rescheduled. After canvassing the Board members, the meeting will be moved to May 9, 2008 at 11:00 AM EST. 8) Closing Remarks Louis once again thanked those directors who are moving off the Board for their input to the organization and thanked Tom for his stewardship of the GSC. 9) In Camera Session of Independent Directors The in-camera session was held after Louis closing remarks. The first session included the CEO (and David), but excluded FEI US, and the second session excluded Michael and David. 10) Adjournment The meeting was adjourned at approximately 12:25 pm EST. 4

13 Financial Executives International Canada Board of Directors Minutes of Teleconference Meeting May 9, 2008, 11:00 AM EST Present: Louis O Brien, Chair Massood Oroomchi, Vice-President Michael Conway, Chief Executive Ray Hawrelak Bill Ross Karyn Brooks Jim Drinkwater Kathy Stevenson, Past Chair Michael Cangemi (ex-officio) Louis Marcotte, Treasurer David Graham, Secretary Steve Bower Alister Cowan Cliff Truax Barry Gorman(ex-officio) Regrets: Jim Power, Vice-President Grant Ring, Vice Chair Robert Dietrich Joe DiLorenzo (ex-officio) Alexis Dow (ex-officio) 1) Opening Remarks and Approval of Agenda The Chair, Louis O Brien, welcomed everyone to the meeting at 11:05 am EST and confirmed that there are no changes to the agenda. The agenda was approved by those present. 2) Approval of Minutes from the March 6, 2008 Meeting Louis O Brien asked the Board members if there were any changes to the minutes presented and none were suggested. Kathy Stevenson motioned, and Barry Gorman seconded, that the March 6, 2008 minutes be approved. The motion to approve the March 6, 2008 minutes was carried by those Board members present. 3) Matters Arising from the Previous Meetings Louis O Brien reviewed the log and no specific discussions occurred. 4) Report from FEI Canada s National President &CEO i) Michael Conway provided a brief overview of the Operational and Strategic Update report he tabled to the Board on pages He highlighted operations focusing on Membership, Compelling Content (Conference and Events, Technical Committees and CFERF), Profile, Public Relations and Branding, Database Management, National/Chapter Governance, Finances and National Strategic Partners. Michael also indicated that FEI Canada has been invited to make a formal presentation to the expert panel on securities regulation, the Hawkin s Panel under the Minister of Finance. Kathy Stevenson asker whether FH has provided us with specific metrics on the profile and Michael indicated they provide us with a Monthly Media report which includes metrics. 1

14 ii) Michael re-introduced the strategic plan for , which was approved in March 2008, and has provided a tactical extension in the business plan and the F2009 budget. The strategic plan ultimately represents the direction the organization going forward. The Board didn t have any additional comments at this time. Michael indicated that the CFERF Board and the FEI Canada Audit & Finance Cmte. both discussed the medium term strategy for CFERF, the existing growth constraints and whether it is premature to have CFERF absorb their direct expenses. Barry Gorman brought the Board up to speed on the types of research CFERF can perform; pure academic research, contract or sponsored research, un-sponsored in-house research and the possibility of members providing thought pieces which would be of interest to other members. The challenge for CEFRF going forward will be to balance the types of research and to conduct research which will provide value for members. Michael Cangemi was asked to provide a prospective from FERF and he indicated that they also have their focus on the practical. An additional service FERF performs is to provide summarizations of academic journal articles which the members find useful. Louis mentioned that down the road we could have CFERF focused breakfast seminars. With regard to our international strategy, the joint Global Cmte. has met twice to discuss international issues. He sought the perspective of the Board regarding how much time the organization should spend on international issues. Also, should the focus be on global issues or more on North American issues, which includes Mexico. Louis indicated that international focus is required but it should only represent 5-10% of our time. Michael Cangemi echoed that is important that each organization learn what issues have an international focus and how they affect our members. iii) Michael presented the F2009 Business Plan and indicated that the strategic plan provides the foundation for the business plan. He indicated that the first year of profile initiative was to lay the foundation of the three year plan and it has been a great success. As the plan is ahead of schedule there is the requisite budget increase. The budget contemplates a communication person which will assist FH and thus begin to reduce FH billings for some of the lower level work they are currently performing on our behalf. The ultimate goal will be to have an in-house communications person performing much of the work FH now performs. 5) Decision Items Louis O Brien suggested that, as the decision items are contained within the committee reports, they would be addressed at that time. 6) Committee Reports i) Audit and Finance Committee Massood Oroomchi mentioned that the committee discussed whether the strategic initiatives should be included within the operating budget or included below the line with the strategic initiatives. The committee s request has been incorporated into this presentation and it is always managements prerogative to come back to the board and request funds from the strategic initiatives fund should the need arise during the year. The Board did not have any further questions at this time. Massood Oroomchi motioned, and Bill Ross seconded, that the Fiscal 2009 Business Plan as presented be accepted and approved. The motion to approve the Fiscal 2009 Business Plan was carried by those Board members present. Massood provided a brief overview of the actual and forecasted results as he assumed that the members had read the report. The actual results show revenues over expenses of $1,200 at March 31, The June 30, 2008 forecast shows a small deficit of $2,100 as compared to a 2

15 budget deficit of $22,000. Massood thanked management for the information provided. The Board did not have any questions at this time. Massood Oroomchi motioned, and Karyn Brooks seconded, that the March 31, 2008 Financial Statements of FEI Canada as presented be accepted and approved. The motion to approve the March 31, 2008 Financial Statements of was carried by those Board members present. Massood indicated the last meeting of the committee focused on the above Q3 financials and the F2009 budget. Two items will be carried forward and addressed at the next meeting; the consolidation of the chapter financial statements and the sufficiency of the restricted fund balance of $300,000. ii) Chapter Leadership Council Jim Power sent his regrets, but tabled a report to the Board. Michael indicated it was selfexplanatory and the Board had no questions. iii) Conference Committee Jim Drinkwater referred the Board to the report he tabled and he provided a brief overview for the Board. Jim indicated that since the report was written, there have been an additional 16 complementary registrations and the largest variation in registrations has been with new members. The paid registrations are consistent with budget. The Program is set and the panels are preparing their presentations. The Oil Sand Tour is still looking for sponsors. Overall, the conference is still forecasting to make a profit. Karyn Brooks asked why the complementary registrations are so high and Jim indicated this was a combination of new members, speakers and sponsors. Although the sponsors are listed as complementary, one must remember that sponsors receive complementary memberships only after they have paid between $5,000 and $30,000. iv) IPAC Rob Dietrich had sent his regrets and has not tabled a report. Michael referred the Board to the section in his report on IPAC and also mentioned the revitalization efforts currently underway and he made a plea to the Board to put forward the names of any technically minded members. v) CCR Alister Cowan elaborated on his report and also mentioned that they are also adding new members. CCR is meeting with the Accounting Standards Board and the Chief Accountant of the Ontario Securities Commission at the CCR face-to-face meeting next week. vi) CFOY Bill Ross indicated that all the updates have been included in Michaels Report on page 9 and there is currently a big push on table sales at this time. vii) CFERF Barry Gorman had two comments in addition to the report he presented. Under Contract Research, all of those projects mentioned will be completed in In point 5, both Larry and Massood will not officially join the board until they are elected at the CFERF AGM which has yet to be scheduled, although they will certainly be invited to attend all meetings as guests. 3

16 viii) Governance Kathy Stevenson added to her report by mentioning that the CEO s performance measurement and compensation plan now moves away from strict annual business objectives to one of attributes and results. The committee is please with the overall plan. Kathy has not reported on the GCS and had deferred this to Michael. Michael provided a brief history of the GSC and the meeting timetables culminating with the detailed reports and the Executive Summary tabled and approved at the last Board meeting. National has been proceeding with the tactical implementation of the recommendations contained in this report. At the subsequent CLC meeting some chapters have now expressed some reservations with the one invoice and prepaid chapter dues concept. Further discussions will be necessary in order to finalize this tactic. 7) Other Business Michael re-confirmed that a Leadership Meeting will be held at the Jasper Conference on Sunday June 8 th between 1:00 and 4:00 pm, prior to the AGM. This would include the National and Chapter Boards, current and incoming, with the agenda still to be finalized. The draft agenda would include where we have come from, each chapter will provide a report which highlights a best practice in their chapter, the type of services National can provide to the Chapters such as on-line tools etc. and the remaining time spent on an open discussion on next years strategy, brain storming etc. Michael informed the Board that David Graham has announced he is resigning from FEI Canada and Michael thanked him for his contribution to the organization. David thanked Michael and the Board for this opportunity and indicated this experience will serve him well in the future. 8) Closing Remarks Louis thanked all the directors for attending the meeting. 9) In Camera Session of Independent Directors The in-camera session was held after Louis closing remarks. The first session included the CEO, but excluded FEI US and the Corporate Secretary, and the second session excluded the CEO. 10) Adjournment The meeting was adjourned at approximately 12:20 pm EST. 4