Canadian Air Transport Security Authority: Corporate Governance

CATSA is accountable to Parliament through the Minister of Transport and is governed by a Board of Directors appointed by the Governor in Council. Two of the Directors are nominated by the airline industry and two from the airport industry.

The Board of Directors is responsible for overall stewardship of CATSA, including:

• Drafting, amending or repealing corporate by-laws;
• Approving CATSA's Annual Report and Corporate Plan for recommendation to the Minister;
• Monitoring and providing strategic direction to support corporate performance;
• Approving the President and CEO's objectives for the year and evaluating his/her performance;
• Ensuring the principal risks of CATSA's business are identified and that appropriate systems to manage these risks have been implemented;
• Reviewing and approving management's succession plan for senior management;
• Ensuring the fulfillment of the Corporation's mandate; andEstablishing CATSA's strategic direction through its annual Corporate Plan and safeguarding the resources of the Corporation.

As of March 31, 2022, CATSA's Board of Directors included:

• Marguerite Nadeau, Chairperson
• Diane Trenn, Vice-Chairperson, and Chair of the Audit Committee
• Jean-Philippe Brunet
• Melissa Coulson
• Sharon Duggan, Chair of the Governance, Human Resources and Pension Committee
• Patricia Kennedy
• Gilles Lalonde
• William Restall
• Allan Rowe
• Penny Westman

In 2021/22, the Board continued to oversee CATSA's strategic direction through the monitoring of the operational and financial performance of the organization, the organization's alignment with operating and financial plans as outlined in CATSA's Corporate Plan, as well as the corporation's key risks and quarterly financial information. The Board is supported by two standing committees; the Audit Committee and the Governance, Human Resources and Pension Committee.

Board of Directors Strategic Retreat

In 2021/22, CATSA's Board of Directors invited senior officials from Transport Canada as well as civil aviation industry representatives to partake in strategic discussions surrounding the state of the aviation industry, including the post-pandemic recovery.

Board Remuneration and Meeting Attendance

Directors and the Chairperson are paid an annual retainer and per diem set by the Governor in Council and pursuant to the Financial Administration Act. The retainer for the Chairperson is $10,800; for Directors, it is $5,400. The Chairperson is paid a per diem rate of $420 and Directors are paid a per diem rate of $390 for time spent preparing for and attending meetings, as well as events such as conferences. Board members are also reimbursed for expenses related to travel, accommodation and meals while performing their duties. These expenses are posted quarterly online.

Board and committee attendance is based on the number of meetings attended out of the total number of meetings that occurred while the director was a member of the Board and/or committee. In 2021/22, the Board committees met a total of 13 times and the Board in its entirety met a total of 10 times. All meetings were held virtually.

Total remuneration paid to Directors and the Chairperson was $154,372 in 2021/22, compared to $167, 610 in 2020/21.

¹ Mr. Allan Rowe took a leave of absence in 2021/22.

CATSA Management Team

CATSA is led by President and Chief Executive Officer (CEO), Michael Saunders. Michael Saunders was re-appointed CATSA's CEO by Order in Council effective April 3, 2021, for a term of two years. The President and CEO is supported by a senior management team, as shown below: