Canadian Air Transport Security Authority: Corporate Governance

CATSA is an agent Crown corporation with a Board of Directors appointed by the Governor in Council on the recommendation of the Minister of Transport.

Board of Directors

CATSA is governed by an eleven-member Board of Directors. Two of the Directors are nominated by the airline industry and two by the airport industry. All Directors are independent of CATSA management. The Board of Directors and its committees generally meet on a quarterly basis, and as required to effectively oversee the corporation's business.

The Board of Directors has a number of ongoing responsibilities, including:

• Establishing CATSA's strategic direction through its annual corporate plan and safeguarding the resources of the Corporation by approving annual reports, and capital and operating budgets;
• Approving CATSA's corporate plan for recommendation to the Minister;
• Ensuring the fulfillment of the corporation's mandate;
• Monitoring corporate performance;
• Ensuring the principal risks of CATSA's business are identified and that appropriate systems to manage these risks have been implemented;
• Approving the President and Chief Executive Officer's (CEO) objectives for the year and evaluating his/her performance;
• Drafting, amending or repealing corporate by-laws; and
• Reviewing and approving management's succession plan for senior management.

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 2022/23, the Board committees met a total of 15 times and the Board in its entirety met a total of 10 times.

Committees of the Board of Directors

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to financial reporting, financial risk management, climate disclosure, cybersecurity, internal controls, internal and external audits and budgets. All directors are members of this committee.

The Governance, Human Resources and Pension Committee (GHRP) assists the Board in fulfilling its oversight responsibilities with respect to governance matters including areas such as human resources and compensation, management succession plans, policies and processes relating to employee business conduct and ethical behaviour, annual objectives for the President and CEO, management and administration of the employee pension plan(s) and any other matter assigned to it by the Board. All directors are members of this committee.

The Transaction Committee assists the Board with respect to the potential sale or disposition of CATSA's assets and liabilities to the designated screening authority, as required. This Committee was constituted on September 10, 2019. This committee is on hold as the federal government is not currently in discussions for the potential transfer of CATSA to a private not-for-profit entity.

The current configuration of CATSA's Board of Directors include members whose terms have expired but remain on the Board in good standing.

As of March 31, 2023, CATSA's Board of Directors included:

Per the Financial Administration Act, any Director (other than the Chairperson) whose term has expired, may continue in office until a successor is appointed.
* Members of the Transaction Committee.

Board of Directors Strategic Retreat

In June 2022, the Board of Directors invited industry stakeholders and Transport Canada to strategize and discuss how the dynamic aviation landscape will impact the next five-year planning period and priorities. In addition, the Board of Directors discussed overall progress on key metrics and targets for front line operations.

CATSA Senior Management Team

Until April 3, 2021, CATSA was led by President and Chief Executive Officer, Michael Saunders. On April 3, 2023, CATSA welcomed a new President and CEO. Nada Semaan was appointed for a 5-year term by Order in Council. In 2022/23, the President and CEO was supported by a senior management team, including:

Neil Parry: Senior Vice-President, Operations

Nancy Fitchett: Vice-President, Corporate Affairs and Chief Financial Officer

Martin Corrigan: Vice-President, Technology and Chief Technology Officer

Lisa Hamilton: Vice-President, Corporate Services, General Counsel and Corporate Secretary

Martin Corrigan retired from CATSA on April 3, 2023. Denis Perron (Senior Director, Screening Technology) was named acting Vice-President, Technology and Chief Technology Officer.

CATSA's Executive Compensation Structure

Maintaining a competitive total compensation package is key to CATSA's ability to attract and retain a diverse and qualified workforce. As such, the organization's total compensation program consists of a base salary as well as performance incentives, group benefits and pension plan.

CATSA's Board of Directors, through the Governance, Human Resources and Pension Committee, reviews the compensation package regularly to ensure that it is reasonable and is competitive with similar public sector organizations.

Pursuant to subsection 20(2) of the Canadian Air Transport Security Authority Act, the rate of any remuneration paid to the President and CEO is fixed by the Governor in Council by Order in Council (2021-0190), wherein the base salary is within the range of $244,800 - $287,900 per annum.

In 2022/23, the base salary range for Vice-Presidents was $186,797 to $280,249. CATSA's Vice-Presidents also receive incentive pay in the range of 0 – 30%, depending on their performance.