Board of Directors

Board of Directors

In accordance with the ABC Benefits Corporation Act and Regulation, Alberta Blue Cross^® is governed by a Board of nine Directors, representing a broad and diverse cross-section of Albertans. New board members are elected by the members of the Board in office from a list of persons nominated by a Nominating Committee consisting of one representative from each of the following; the Institute of Chartered Professional Accountants of Alberta, Alberta Health Services, the Rural Municipalities of Alberta and the current ABC Benefits Corporation chair. Directors may serve for three consecutive three-year terms. Each Director must act honestly and in good faith with a view to the best interests of the Corporation, and must exercise the care, diligence and skill that a reasonable and prudent person would exercise in comparable circumstances.

In the provision of effective governance for ABC Benefits Corporation, the Board of Directors plays an important role in overseeing the affairs of the Corporation. Among its primary responsibilities are the following functions:

• Establish bylaws in compliance with the ABC Benefits Corporation Act and Regulation.
• Ensure there is an effective strategic planning process in place for the Corporation and set strategic direction for the Corporation.
• Establish and maintain policies and procedures including ensuring prudent investment standards; maintaining board independence of management; and addressing the identification, disclosure and resolution of matters involving conflict of interest of members of the Board, senior officers and employees of the Corporation.
• Establish board committees to assist in carrying out its responsibilities, specifically an Audit & Risk Committee and Governance, Compensation & Conduct Review Committee; and establish Terms of Reference for these committees as well as the Board and Chair.
• Undertake annual self-assessment of the Board and its committees.
• Appoint the President who is responsible for general supervision and management of the day-to-day operations of the Corporation.
• Approve the appointment, remuneration, and annual performance criteria of all officers of the Corporation.
• Oversee the financial health of the Corporation, preparation of audited consolidated financial statements and preparation of the annual report.
• Appoint an Actuary and an Auditor for the Corporation.
• Monitor the principal business risks of the Corporation and that the business is conducted in accordance with all applicable laws and regulations; and ensure the Corporation has adequate internal control and information systems in place.

The Audit & Risk Committee assists the Board of Directors by monitoring, evaluating and making recommendations on matters such as the external audit, risk management, internal audit, provider audit, computer security, information privacy and confidentiality issues, and the financial reporting and accounting policies and practices of the Corporation.

The Governance, Compensation & Conduct Review Committee assists the Board of Directors in reviewing the performance and compensation for the President/CEO and officers, ensuring attention to organization development and succession, reviewing policies and conduct regarding values and behaviour, acting as a selection committee for the CEO position, when necessary, and in reviewing and promoting the effectiveness of the Corporation’s own board governance.