OUR LEADERSHIP

Being a director on Tru’s Board carries significant responsibility. While management oversees day-to-day operations, the Board provides guidance on long-range objectives, determines policy and monitors the Cooperative Bank’s overall progress. It’s a job that demands a significant investment in time, energy and expertise.

Specific responsibilities include:

• Fulfilling a number of statutory duties specified in the Bank Act (Canada) and other applicable legislation and regulation 
• Acquiring and continually upgrading knowledge about the financial services industry, all aspects of the Cooperative Bank’s business, regulatory issues and the business environment in general
• Attending all meetings, unless there are significant extenuating circumstances
• Preparing thoroughly for Board and Committee meetings and making a positive contribution to those meetings
• Keeping informed about activities occurring within the areas served by the Cooperative Bank  and across Canada
• Serving on Committees of the Board
• Undertaking all required director training and keeping current on evolving corporate governance standards and practices
• Acting as an ambassador of the Cooperative Bank

Related Resources

• Board Mandate
• Board Chair Profile
• Vice-Chair Profile
• Committee Chair Profile
• Individual Director Position Descriptions

Directors are required to serve on Committees of the Board that carry out legislated and delegated duties. These Committees include:

Audit 

The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to financial reporting, auditing, and internal controls, as required under the Bank Act (Canada). The Committee supports the integrity of the Cooperative Bank’s financial statements and oversees the audit process, including the performance and independence of external and internal audit functions.

The Committee also oversees matters related to conflicts of interest, the use of confidential information, director conduct, related party transactions, and ensures appropriate policies and procedures are in place to meet statutory and regulatory requirements.

The Audit Committee consists of a minimum of three independent director members appointed by the Board on the recommendation of the Board Chair.

Governance 

The Governance Committee assists the Board in fulfilling its oversight responsibilities related to corporate governance and board effectiveness. The Committee oversees governance principles, policies, and practices, including Board assessment, evaluation, and renewal.

The Committee is also responsible for director recruitment, nominations, and elections, as well as director orientation, education, and development. Through its work, the Committee supports continuous improvement in Board performance and governance effectiveness.

The Governance Committee consists of a minimum of five members appointed by the Board on the recommendation of the Board Chair.

Nominations Task Force  

The Nominations Task Force (“Task Force”) is established annually to support the director election process. The Task Force leads the search for eligible director candidates, participates in candidate information sessions and interviews, and reviews candidates’ eligibility in accordance with Board approved criteria. A key responsibility of the Task Force is to assess and endorse candidates who are determined to bring the most overall value to the Board if elected. The Task Force also oversees the announcement of election results and reports on its activities to the Governance Committee. The Nominations Task Force is accountable to the Governance Committee and is composed of individuals appointed by the Board, which may include both directors and non director members of the Cooperative Bank.

Government Relations and Partnership

The Government Relations and Partnership Committee assists the Board by advising management on government relations strategies and partnership initiatives that support the Cooperative Bank’s strategic objectives. The Committee guides management in advancing the multi brand operating model and monitors government relations and lobbying activities.

The Committee also represents the Board in discussions with other credit unions and potential partners and reviews partnership opportunities that may come before the Board, supporting collaboration and strategic growth.

The Government Relations and Partnership Committee consists of the Board Chair, the Board Vice Chair, and two other directors appointed annually by the Board on the recommendation of the Board Chair.

Human Resources

The Human Resources Committee assists the Board with matters relating to human resources. The Committee oversees human resources policies, practices, and programs to ensure they are aligned with the Cooperative Bank’s values, vision, risk appetite, and strategic objectives.

Key responsibilities include oversight of CEO and executive leadership, human resources matters, total rewards, performance management, succession planning, and workforce related policies and frameworks that support a healthy and effective workplace.

The Human Resources Committee consists of not fewer than three and not more than five members. Committee members, including the Committee Chair, are appointed by the Board on the recommendation of the Board Chair.

Risk 

The Risk Committee assists the Board of Directors in fulfilling its oversight and statutory responsibilities related to risk management under the Bank Act (Canada) and other applicable legislation and regulation. The Committee oversees the Cooperative Bank’s enterprise risk management framework and risk appetite and monitors adherence to prudent risk management practices aligned with the organization’s strategic objectives.

The Committee reviews and recommends for Board approval policies governing material risks, including those related to lending and investment activities and those applicable to subsidiaries. The Committee also oversees regulatory compliance matters, and conduct review responsibilities, including matters related consumer protection and the handling of complaints.

The Risk Committee consists of a minimum of three members appointed by the Board on the recommendation of the Board Chair.

Related resources:

• Audit Committee Mandate
• Governance Committee Mandate
• Government Relations and Partnership Committee Mandate
  • Nominations Task Force
• Human Resources Committee Mandate
• Risk Committee Mandate

The Annual General Meeting is an excellent opportunity for members to learn about important decisions and activities achieved during the previous year and to learn what’s planned for the upcoming year.

As part of the transition from provincial to federal regulation, and in accordance with applicable legislation and regulatory requirements, Tru will hold its first Annual General Meeting in 2027. 

How would you like to make a difference to your credit union and your community?

Tru encourages qualified and experienced members who are passionate about making a difference to consider standing for election to the Board.

We are seeking directors who bring a broad range of business knowledge, leadership experience, and insight, along with a strong alignment with the Cooperative Bank’s strategic direction, principles, and values. Potential candidates should be able to demonstrate and provide the ability to:

• Deal with business, financial and social issues at a corporate level
• Think critically, problem-solve creatively and work on a team
• Devote the necessary time to prepare for and attend board and committee meetings and other related activities

To ensure the Board fulfills its fiduciary duty and oversees the Cooperative Bank effectively on behalf of members, each year the Board identifies general characteristics, specific skill and experience requirements and desired diversity perspectives. Director accreditation, such as ICD.D, C. Dir, or a comparable designation, is considered an asset.

The Board seeks to attract a diverse array of high-calibre candidates in accordance with the Cooperative Bank’s Board Equity, Diversity and Inclusion Policy

Related Resources

• Individual Director Position Description

Tru’s directors are required to attend a number of scheduled meetings each year. These meetings include quarterly Board meetings, a budget meeting, planning sessions and a number of other planned and unplanned special meetings. In addition, each director is required to serve on at least two Board Committees, which meet at least quarterly.

The organization expects directors to attend as many meetings as possible. Simple attendance, however, does not constitute effective directorship. Rather, the Cooperative Bank believes it is more important for directors to be thoroughly prepared, to be engaged in meetings and to make a sustained, positive contribution to Tru’s success.

Reporting attendance is, however, defined as a governance best practice by the Canadian Coalition for Good Governance and the Canadian Securities Administrators National Instrument 58-101, which sets out corporate governance disclosure guidelines for publicly traded companies. 

Related Resources

• 2025 Board Attendance and Remuneration (as First West Credit Union)

The Cooperative Bank recognizes that strong corporate governance is a key ingredient to the organization’s success.  Tru aspires to attract and retain the best directors possible and pay them commensurate with the level of risk, expertise, and expected contribution.

Director compensation

Directors are expected to devote considerable time and energy to fulfilling their obligation to oversee the Cooperative Bank on behalf of members. Each year, directors are required to attend quarterly board meetings, a budget meeting, planning sessions and a number of other planned and unplanned special meetings. In addition, each director is required to serve on at least two Board Committees, to travel as necessary and to prepare thoroughly for each meeting.

Compensation is set at a rate comparable with large credit unions, regional financial institutions and publicly traded companies of similar size. Director compensation is set by the Board on the advice of an independent panel of members, which meets no less than every three years. The compensation panel most recently met in early 2024 and a new policy was approved by the Board in June 2025.

Director compensation includes:

• Annual retainers of $42,994 for directors, $48,843 for the Board Vice-Chair and $88,517 for the Board Chair. The Chairs of the Audit Committee and Risk Committee, respectively, receive an additional retainer of $11,695 and the Chairs of other Committees receive additional retainers of $5,849.
• Directors are paid an annual retainer that compensates them for the Board and Committee meetings they attend (regardless of number and format, whether in-person or by conference call), system meetings, community events, the Cooperative Bank’s annual general meeting, First West Foundation meetings (if applicable) and other duties related to their roles.
• Directors are paid a set travel fee of $500 for travel over four hours when they travel to and from Board and Committee meetings, or other Board duties as requested of the director. When directors are required to travel extraordinary time or distances to carry out their duties (as determined at the discretion of the Board Chair or a relevant Committee Chair), the travel fee is doubled. Travel fees are not paid for travel within a director’s home region or to and from community or  Cooperative Bank social events.

Related Resources

• Director Compensation and Expense Policy
• 2025 Board Attendance and Remuneration (as First West Credit Union)

The board is responsible for overseeing and stewarding Tru’s operations on behalf of members.

While management oversees day-to-day operations, the Board provides guidance on long-range objectives, determines policy and monitors the Cooperative Bank’s overall progress.

Elections are held annually, with directors typically serving three-year terms. A call for nominations is issued to all Tru members in early December with those interested in standing for election asked to complete and submit nominations forms.

The nomination form advises candidates of the significant skills and experience Tru is looking for and encourages expressions of interest from candidates who reflect a diversity of ages, genders, geographical locations and ethnicities/cultures.

All nominees are interviewed by the Board’s Nominations Task Force to assess their skills and experience and determine the value they could bring to the Board if elected. Candidates who possess the characteristics sought by the Board are endorsed, though all candidates, endorsed or not, are welcome to stand for election.

Prior to the annual general meeting, members are sent a notice that offers information on the candidates, along with instructions on how to vote. The voting period typically runs for two weeks and closes before the annual general meeting. Results are announced at the annual general meeting, posted on the Cooperative Bank’s websites and in all branches.