Corporate Profile for Board Member Recruitment MAKE A DIFFERENCE AND CONNECT THE WORLD Toronto Pearson is Canada s leading global hub airport. Help to drive our vision to become the best airport in the world. Together, we will demonstrate that our passengers are our passion by showing respect, integrity and delivering innovative products and services. Introduction This document provides a high-level summary of key information about the Greater Toronto Airports Authority (the GTAA ) and Toronto Pearson International Airport ( Toronto Pearson ). Detailed information about the GTAA, its Board of Directors ( Board ) and Toronto Pearson is contained in the GTAA s Annual Information Form, Management s Discussion and Analysis, and other publications, which are available online at www.sedar.com and www.torontopearson.com. Greater Toronto Airports Authority Vision and Strategic Framework The GTAA developed and is implementing its 20-Year Strategic Framework which guides how the GTAA will attain its Strategic Vision to be The Best Airport in the World; Making a Difference, Connecting the World. To implement the Strategic Framework and achieve its Vision, the GTAA has developed strategic goals and a common set of behaviours which guide all GTAA employees in undertaking the initiatives designed to achieve such goals and in fulfilling their other duties. The relationship between these elements is depicted in Our Connection included below. Date Prepared: August 29, 2016 Page 1 of 6
About the GTAA Pursuant to the Federal Government s National Airports Policy ( NAP ), the GTAA was established in accordance with Transport Canada s Public Accountability Principles ( PAP ) for Canadian Airport Authorities to develop, manage and operate Toronto Pearson. The GTAA is both a reporting issuer under the Securities Act (Ontario) and a non-share capital corporation incorporated in 1993 and continued under the Canada Not-for-profit Corporations Act ( CNCA ) in 2014. The GTAA is a self-sustaining business and does not receive any government funding. The GTAA is not a Crown agency, body or corporation and does not operate Toronto Pearson on behalf of the government. The GTAA issues debt securities in the capital markets to raise funds to invest in Toronto Pearson s development and operation and in its extensive infrastructure. The GTAA s debt is rated by Standard & Poor s Rating Service, DBRS Limited and Moody s Investors Service, Inc., which, as of August 2016, have assigned ratings of A+, A and Aa3, respectively. The GTAA employs approximately 1,350 employees, approximately 80 per cent of whom are members of two unions. Toronto Pearson is located on land owned by the Federal Government of Canada and, since December 2, 1996, the GTAA has leased the land under a 60-year ground lease with the Federal Government (the Ground Lease ). In accordance with the Ground Lease, the GTAA issues an Annual Report and holds an annual meeting that is open to the public. A majority of the GTAA s Directors are required to attend the annual public meeting. Date Prepared: August 29, 2016 Page 2 of 6
The NAP, PAP and the 1996 Ground Lease collectively establish the governance framework for the GTAA, Canada s largest Airport Authority. Additional information about the GTAA can be found on the GTAA s website (www.torontopearson.com/gtaa) and the GTAA s public disclosure documents such as its Annual Information Form, financial statements and Management Discussion & Analysis can be found on SEDAR (www.sedar.com). Governance Skills-Based Board The GTAA s Board is a skills-based Board. The Board is focused on the sustainability and future needs of the GTAA, Toronto Pearson and the business and the communities it serves. The Board is comprised of individuals who reflect the cultural diversity of the Greater Toronto Area, the region and Canada s business needs. The Board is diverse and its members are identified through a robust appointment and nomination process which includes comprehensive interviews and reference checks. Typically, the Governance and Stakeholder Relations Committee (the Governance Committee ) oversees the process of new member recruitment. The Governance Committee utilizes a Board skills matrix to assist it in assessing the skills and abilities of current Directors and to identify preferred skills and experience, including diversity. This is key to identifying areas in which the Board requires expertise to support and strengthen its oversight and strategic role. Reflective of the complex nature of operating a global hub airport, the Board has identified industry knowledge and functional skill categories loosely grouped under the headings of: aviation industry, general business experience, senior leadership experience, professional and technology expertise, and government relations with diversity as an additional overlay. Consistent with these functional categories, the Board has identified the following preferred areas of experience, skills and abilities for Directors which are of particular relevance to the GTAA at the present time: 1. transportation industry experience; 2. reporting issuer/publicly-traded company; and 3. aviation industry experience. Consistent with the Board Diversity Policy, the Board s objective is to identify the most qualified and highest functioning individuals from diverse backgrounds, recognizing that a diverse Board results in more effective governance and better informed decision-making. Diversity drives innovative thinking and is an important attribute taken into consideration by the Governance Committee when assessing the expertise required by the Board. The Board does not have a formal policy on interlocking boards. The GTAA does not restrict the number of other boards on which Directors may serve, provided that there is no conflict; however, it requires disclosure of Board and other commitments and takes such commitments Date Prepared: August 29, 2016 Page 3 of 6
into consideration when selecting candidates for membership on the Board. The Board has adopted a guideline which is intended to avoid multiple interlocking board relationships to ensure that independence is taken into consideration. GTAA Members and Board Composition The GTAA has developed a strong and robust Board which oversees the GTAA s business and the operations of Toronto Pearson. The membership of the GTAA s Board is subject to the requirements of the PAP, which sets out the process and composition requirements for the boards of Canadian Airport Authorities, including the experience and background required of Board members (for example, air transportation, business, finance, law and engineering) and the size of the Board, which in the case of the GTAA is 15 members. Directors owe their fiduciary duties of loyalty and care to the GTAA and not to the government or to the entity which appointed, nominated or recommended them, as applicable. Board Committees At present, the Board has established the following five standing Committees: 1. Audit Committee; 2. Governance and Stakeholder Relations Committee; 3. Human Resources and Compensation Committee; 4. Risk Oversight Committee; and 5. Planning and Commercial Development Committee. In addition, the Board has established the Ad Hoc Airport Ownership Review Committee relating to the Federal Government s initiative to review airport ownership business models. On an annual basis, the Board establishes the composition of the five Board Committees with the objective of enhancing the Committees effectiveness which is influenced by the diverse skills, experience and perspectives of the Committee s members. All Directors are expected to be members of at least two Board Committees. This achieves an interlock of members, facilitates a greater interchange of ideas, enhances dialogue and results in more informed decision-making and effective governance. In determining the composition of each Committee, due consideration is given to the skills and experience of the Board members, diversity and the need to ensure that different perspectives are brought to the Board decision-making process. Director Term Limits The PAP, the GTAA s By-Law and the Board s governance practices support the regular renewal of the Board s membership and ensure that the skills, experience and diversity support effective and robust oversight of the GTAA s business. Directors serve for terms of up to three years, and no Director can serve for more than a maximum of nine years. The terms are Date Prepared: August 29, 2016 Page 4 of 6
staggered, resulting in one or more new Directors each year, supporting the regular rejuvenation of the Board. Remuneration The Board has established a policy with respect to the remuneration paid to Directors. Remuneration includes an annual Board retainer, annual Board Committee membership retainer, annual retainer for the Chairs of Board Committees, and meeting fees (both in person and by phone). The Chair of the Board receives an annual retainer in lieu of other remuneration. Meeting Frequency The Board and each of its Committees meet four times per year on a quarterly basis, except for the Audit Committee which meets five times per year. In addition, the Board holds a strategic retreat each year. New Director Orientation Program and Continuing Education and Professional Development Policy The Board has established an Orientation Program for new Directors to assist them in understanding the nature and operation of the GTAA s complex business and operations, the role of the Board and its Committees, and the contributions new Directors are expected to make. It consists of a series of presentations and airport operational tours spanning three to five days, supported by the Board Chair and provided by Management. Recognizing the importance of Directors continuing education, including a current understanding of best corporate governance practices and the airport industry, the Board has a formal policy on Director Continuing Education and Professional Development. Directors are encouraged to attend continuing education and professional development programs. Directors routinely participate in tours of international hub airport facilities, attend industry conferences, and undertake educational opportunities to enhance their skills as Directors. About Toronto Pearson Toronto Pearson is Canada s largest airport and a leading global hub airport serving numerous world-wide destinations and connecting Canada from coast-to-coast. In 2015, Toronto Pearson served 41 million passengers (Canada domestic 39 per cent and international (includes flights between Canada and the United States) 61 per cent), and generated $1.2 billion in revenue. This represents a 6.4 per cent increase in the number of passengers over 2014, which was 38.6 million. Toronto Pearson contributed $35.4 billion or 5.6 per cent of Ontario s 2014 gross domestic product ( GDP ). Approximately 40,000 people work at Toronto Pearson. Over the course of the next 20 years, Toronto Pearson s passenger traffic is expected to grow by approximately three per cent per year, and by 2033 will surpass 64 million passengers annually, approximately one-third of whom will be passengers connecting through Toronto Pearson. Based on anticipated growth, by 2030 Toronto Pearson will facilitate 478,000 jobs in Date Prepared: August 29, 2016 Page 5 of 6
the Province and generate approximately $62.1 billion in economic impact and contribute approximately 6.6 per cent of the Ontario GDP. The GTAA takes a long-term perspective in planning the development and construction of infrastructure which will be required at Toronto Pearson to accommodate the anticipated growth in passengers and aircraft movements, reflecting the large scale and long life cycle of such developments and infrastructure. In addition, a long-range perspective enables the GTAA to anticipate and align Toronto Pearson s development with that of the surrounding region to drive and facilitate the growth of businesses and the community which Toronto Pearson serves. While managing the anticipated growth in a sustainable manner, the GTAA places its passengers needs at the forefront of all initiatives it undertakes, with a Vision to be the best airport in the world. The GTAA is focused on enhancing the passenger s entire travel experience, making Toronto Pearson the airport of choice for travelers. Date Prepared: August 29, 2016 Page 6 of 6