Red River Co-op Board of Directors
March 24, 2021

Election results from the 2023 election saw Kristen Wittman and Gary Timlick being reelected to our Board of Directors.

Ward Weisensel, President

• Serves as Red River’s President
• Served as Red River's Vice-President
• Served as Chair of the Audit Committee
• Served on Red River's Nominations Committee
• Served on Red River's Governance & Compensation Committee
• Has extensive experience in marketing, strategic planning, transportation and communications through his roles as Chief Operating Officer of the Canadian Wheat Board and Senior Vice President of Trading and Risk Management at G3 Canada
• Served as a Director on the Board of the Canadian International Grains Institute and Western Transportation Advisory Committee
• Graduate of the University of Saskatchewan
• Appointed to the Board May, 2009

Glenn Williams, Vice-President

• Serves as Red River’s Vice-President
• Serves as a member of the Audit Committee
• Served as Chair of the Nominations Committee and as a member of the Governance & Compensation Committee
• Serves as a Director of the Canadian Co-operative Investment Fund inclusive of Chair of the Audit Committee
• Served on the Council for the Insurance Institute of Manitoba for six (6) years; the last two (2) as Secretary-treasurer
• Served as a Director on the Board of Directors of Assiniboine Credit Union
• Experience as President & CEO, COO, CFO and VP of several disciplines in a multitude of industries
• Achieved and maintains the following designations: CPA, CA, CIP (Hons.), CRM (Hons.), RF, ICD.D, CAFM, CoopD.D
• 38 years of business experience, inclusive of almost ten (10) years as CFO of a Co-operative
• Graduated from the University of Manitoba with a Bachelor of Commerce (Honours) on the Dean’s Honour Roll
• Became a member of the Board in 2018

Kristen Wittman, Secretary

• Serves as Red River’s Secretary
• Serves as Chair of the Governance and Compensation Committee
• Serves as a member of the Nominations Committee
• Served as a Community Member of the Community Relations Committee prior to being elected to the Board
• Partner at Taylor McCaffrey LLP, a full-service local law firm
• Represents many cooperatives and credit unions in Manitoba, including worker co-ops, retail co-ops, and housing co-ops
• Assisted the Cooperatives Registrar in identifying changes to The Cooperatives Act to create multi-stakeholder cooperatives and developing a new Cooperative Model By-law
• Advises Co-ops with learning how to access capital, drafting articles and by-laws and governance matters
• Volunteers on the Board of the Canadian Cooperatives Income Fund, an investment fund that supports co-operatives. Volunteered for Bookmates Inc., a charity promoting literacy for families, from 1998 to 2015
• Served as a board member of the Winnipeg Writers Festival from 2015 to 2021
• Served as President of the Winnipeg International Writers Festival.
• A proponent of the 'one member, one vote' model of cooperatives
• Director of the Board since 2017

Shirley Mayadewi

• Serves on Governance & Compensation Committee.
• Served on Audit Committee.
• Served on Nominations Committee.
• Chief Technology Officer at Endeavours Group.
• Diverse experience in strategic planning, technology integration, risk management, and business development.
• Registered as Professional Engineer (P.Eng) with Engineers Geoscientists Manitoba.
• Master’s degree in Electrical Engineering (EE) from University of Manitoba in 2005, Bachelor’s degree in EE (Hons, with Distinction) from University of Windsor.
• Served as an external examiner for University of Manitoba’s Engineering Students Capstone Design Projects.
• Served as a mentor for Women in Engineering - University of Manitoba/Engineers Geoscientists Manitoba.
• Volunteered at schools to promote STEM fields.
• Became a member of the board in 2021.

Stephen Sidloski

• Serves as Chair of the Nominations Committee
• Serves as a member of the Audit Committee
• 18 years of national franchised restaurant industry management experience that includes Operations, Marketing, Human Resources, Employee Experience, Finance, Construction, and Change Management
• Graduate of the Asper School of Business, University of Manitoba with a Master of Business Administration
• Served on a number of not-for-profit community boards
• Became a member of the board in 2022

Gary Timlick

• Serves as Chair of the Audit Committee
• Served as a member of the Governance & Compensation Committee
• 40 years of financial and management experience in agriculture, manufacturing, retail, public accounting and financial services
• 20 years of experience with co-op/mutual organizations holding senior management positions
• Chair of the Investment Committee of the Winnipeg Civic Employees' Benefit Plan
• Board member Peace Hills General Insurance
• Member of the University of Manitoba Audit Committee
• Member of the CPA Canada Professional Liability Insurance Committee
• Previously served as a board member of numerous for profit and non-profit organizations in Winnipeg and nationally
• Experienced financial executive with extensive leadership experience and business acumen
• Became a member of the Board in 2020

Donna Zwarich

• Serves as a member of the Audit Committee, Governance & Compensation Committee, and Nominations Committee
• Served as Chair of the Audit Committee for 5 years, as well as a member of the Governance & Compensation Committee and Nominations Committee
• Extensive background in accounting – both in the private sector as well as with a public practice firm
• Many years of experience in the petroleum industry – initially as the Automatic Oil Flow Clerk at Red River Co-op (for those who heated their homes with fuel oil), advanced to Petroleum Accounting Supervisor for Red River’s gas bars & bulk stations and later assisting my late husband in the management & operation of several Co-op & Tempo gas bars & car washes
• Prior Board experience with Mission Gardens Nursery School and later with the Certified Management Accountants (CMA)
• Long term member of Red River Co-op since 1968
• Became a member of the Board in 2016

Red River Cooperative Ltd. Corporate Governance Guidelines

Compliance & Disclosure Document — March 2023

1. The Board has overall responsibility for stewardship of the co-operative, including:

a) Stewardship of the co-operative

Compliance: Yes

Comments: The core function of the Board is to strategically plan and guide the affairs of the co-operative, based on the Articles of Incorporation, By-laws/rules, policies and code of business conduct, so as to effectively move toward achieving the objectives of the organization. The Board as a unit provides guidance to the CEO who is responsible for the day-to-day management of the Co-op. The Board approves all significant decisions that affect the Co-op before they are implemented and oversees the results.

b) Adoption of a strategic planning process that includes senior management.

Compliance: Yes

Comments: The Board held a one-day strategic planning session together with senior management on May 15, 2022. The intent of the session was to determine strategic direction and formulate action on a set of goals, objectives and strategies.

c) Identifying principal risks in the Co-op by working with Board and management and ensure a process to manage such risks is in place.

Compliance: Yes

Comments: The Audit Committee has developed an ongoing process by which Board and Management continually identify risks and ensure appropriate policies/actions are in place to manage identified risks. Management has developed an Enterprise Risk Management report that is reviewed by the Board at quarterly meetings.

d) Succession planning, including appointing, training and monitoring senior management.

Compliance: Yes

Comments: The CEO recruits senior management and ensures their ongoing professional development. Senior staff are subject to periodic evaluations by the CEO who is also responsible for succession planning in the management rank. The Board conducts an annual review of the CEO's performance.

e) Ensuring the Co-op has a communications policy.

Compliance: Yes

Comments: The CEO is the public spokesperson for business matters and the Board Chair for board and policy issues. Communications with Members take place via an improved website, a newsletter to Members prior to the Annual Meeting mailed with the patronage cheques, and use of diverse social media. Communication with Members includes matters of business, services, products, our co-operative, members, policy, our people and community support. A Member survey is conducted every two years or as required to track changes in Member attitudes/issues important to the Co-op and its Members.

f) Approving a mandate for an Audit Committee of Directors. The Audit Committee will have direct communication channels with the designated internal staff and the external auditor for the purpose of reviewing management’s internal controls and information systems.

Compliance: Yes

Comments: The Audit Committee is mandated to meet with management and the independent auditor as required to ensure the audit process is conducted professionally and independently on behalf of the Co-op’s Members who approve appointment of the auditor. At the 2022 Annual General Meeting Members approved the Board’s recommendation to re-appoint MNP as an independent external auditor. FCL’s audit department conducts an internal audit annually.

2. The Board consists of independent individuals who are elected by the Members and who act in the best interest of the co-operative and its Members.

Compliance: Yes

Comments: All Board Directors are independent Members, meaning no Director is an employee of the co-operative. Directors self-declare their competencies and attributes on the basis of a Director Skills Matrix.

3. The Board ensures Members have a slate of candidates in place for Director elections and appoints a Nomination Committee to recommend and oversee the election process.

Compliance: Yes

Comments: To prevent vacancies and to ensure Members have choice in the election process, the Nominations Committee works proactively in advance of the deadline to ensure Members are encouraged to submit nominations. The Committee reports to the Board detailing their actions to ensure qualified candidates are in place by the deadline, with the intention of finding and encouraging skilled Members to run for director positions and to give the electorate choice in the election process. The notice for Director Nominations, posted online and in grocery and gas bar facilities, describes desirable skills for nominees and details the Co-op’s size, membership status and core business. The Nominations Committee oversees extensive interviews completed by a third party to endorse the candidates.

The Board (as per its By-laws) appoints independent scrutineers to count the ballots and report the results to the Annual Meeting of Members. The Board also appoints an Election Officer to support the Nomination Committee in managing the election process.

4. The Board develops a process for assessing the effectiveness of the Board itself, the Directors, and Committees of the Board.

Compliance: Yes

Comments: The Board holds an evaluation meeting following independent surveying of the Board, every two years. The last Board and Chair evaluation was held in December 2021, and the next evaluation is planned to take place before the end of 2023.

5. The Board is responsible for orientation of new Director (s)

Compliance: Yes.

Comments: There is a new Director orientation plan in place approved by the Board. The orientation is a joint process with review of operations/business/management by staff and board/policy/membership issues by the Board Chair and/or other Board Directors. It is the responsibility of the Board Chair to ensure orientation occurs. The Board meets with legal counsel to review the obligations of confidentiality and conflict of interest.

6. The Board sets corporate and board objectives and assigns responsibility.

Compliance: Yes

Comments: The Board re-affirms its objectives during an annual strategic planning session and follow-up discussion. Progress is reviewed quarterly.

7. The Board approves the annual CEO’s business or work plan with goals/targets and conducts a performance evaluation.

Compliance: Yes

Comments: Each fiscal year, the CEO submits an operational business plan to the Board which is reviewed and approved within the context of the Co-op’s strategic plan. Performance is reviewed at quarterly Board meetings, with a full evaluation conducted as soon as practical following the end of the Co-op fiscal year on October 31.

8. The Board has structures and procedures for ensuring that the Board can function independent of management.

Compliance: Yes

Comments: The Board holds in camera sessions at its meetings without the presence of the CEO; in camera meetings are a standard item on the Board agenda.

9. The Board should review its size in relation to effective decision-making and make any adjustment if appropriate, to the Annual General Meeting.

Compliance: Yes

Comments: The Board has previously discussed the size or number of Directors for the complexity of the Co-op’s business lines, especially since the acquisition of the grocery business and corporate stores. Representation of rural/urban interests is also a consideration. In addition, the size of the Board has been benchmarked to other Co-ops and/or/Corporations of similar size. To date, the Board has concluded that the current compliment of 7 works well.

10. The Board appoints a Governance and Compensation Committee to assume direct responsibility to manage governance and compensation issues in consultation with the full Board and to report to the membership on detailed progress.

Compliance: Yes

Comments: The Governance and Compensation Committee is mandated to ensure that governance and compensation issues are being addressed. The Committee reports directly to the Board and signs off on an annual “report card” to Members at the Annual General Meeting which is posted on the Co-op’s public website. Details on executive compensation matters are not normally made public; however, there is reference to general compensation process reviews included in the Committee’s report to the Annual General Meeting.

11. The Board ensures job position descriptions are in place for the Board and CEO.

Compliance: Yes

Comments: The Board in consultation with the CEO has approved a job description for the CEO. The Board job description is on file.

12. The Board will ensure a plan is in place for Director and Senior Management training programs.

Compliance: Yes

Comments: The CEO participates in FCL training sessions and has completed a strategic management program at Babson College in Massachusetts. The CEO also ensures that Senior Management attend appropriate professional development training sessions provided by FCL and elsewhere. Directors are encouraged to follow available FCL governance online training as well as the training sessions provided during the fall FCL Leaders Conference. Directors also attend annual training sessions conducted by independent teachers.

13. The Board establishes committees as necessary with terms of reference and chairpersons.

Compliance: Yes

Comments: The Board appoints standing Committees with a Chair for each Committee. Current Board Committees include: Governance and Compensation, Nominations and Audit. The Board appoints Ad Hoc committees as required. Terms of reference are developed for each committee and are included in an updated Director manual.

14. The Board reviews the adequacy of Director compensation in light of the risks and responsibilities involved in being an effective Director and makes recommendations to the Annual General Meeting

Compliance: Yes

Comments: The Governance and Compensation Committee of the Board continues to review the level of compensation for Directors, given increasing responsibilities, and the time commitment and effort required to fully discharge Board duties. The Committee monitors Director compensation paid by comparable FCL cooperative Boards and within the cooperative community at large. Adjustments to Red River Director compensation were last presented and approved at the Annual General Meeting in 2019. No adjustment was proposed to the Annual General Meetings in 2020, 2021 or 2022. An adjustment will be presented at the 2023 Annual General Meeting.

15. The Board approves a Code of Business Conduct

Compliance: Yes

Comments: The Board has adopted a Code of Ethics Guidelines for Directors and each Director is required to re-affirm this Code every year. The Board ensures this Code is reviewed periodically to keep current with modern governance practice. The CEO has a code of ethics for all staff and expectations are clearly communicated and followed.

Respectfully submitted,

Red River Cooperative Ltd.
Governance and Compensation Committee

Kristen Wittman, Chair
Shirley Mayadewi
Gary Timlick
Donna Zwarich
Ward Weisensel, ex officio