The CMF’s Board of Directors is responsible for the stewardship of the Corporation, including oversight of the Program and the Corporation’s other activities, taking a leadership role in the development of the Corporation’s strategic direction, and ensuring that management conducts the business and affairs of the Corporation in accordance with its objectives.
The Corporation’s Board of Directors is fully independent from management, its funders and any beneficiaries of the CMF Program. Directors are nominated by the Corporation’s members: the Canadian Coalition for Cultural Expression (CCCE), which represents Canada’s cable, IPTV and satellite distributors (five directors), and the Government of Canada, as represented by the Minister of Canadian Heritage (two directors).
The Board has two standing committees: the Audit Committee, and the Governance and Human Resources Committee.
The primary function of the Audit Committee is to assist the Canada Media Fund in fulfilling its corporate governance and oversight responsibilities with respect to accounting and financial reporting processes, internal financial controls, external audit function, investments, and risk management practices. The current members of the Audit Committee are Michael Schmalz (Chair), Guy Fournier, and Barry Chapman.
Governance and HR Committee
The primary function of the Governance and HR Committee is to assist the Board of Directors of the Canada Media Fund in fulfilling its responsibilities with respect to corporate governance and human resources management. The current members of the Governance and HR Committee are Lori DeGraw (Chair), Alison Clayton, and Gary Chapman.
Statement of Corporate Governance Principles
The CMF and its Board of Directors are committed to adhering to best practices in corporate governance to ensure that the Corporation is managed responsibly for the benefit of its members, funders, industry stakeholders, and the public. The Statement of Corporate Governance Principles defines the CMF’s governance structure, describing the role of the Board and its mandate, the Committee structure, code of conduct, and accountability for the responsible management of the funds contributed by its funders to the CMF program.
Code of Business Conduct
The CMF is committed to conducting its activities with integrity, in accordance with the highest ethical standards and in full compliance with the terms of the Contribution Agreement and all laws, rules, and regulations applicable to the CMF or its activities. The CMF Board has adopted a Code of Business Conduct to promote: honest, responsible, and ethical conduct, including the ethical and responsible handling of personal and professional relationships; compliance with the terms of the Contribution Agreement and all applicable laws, rules, and regulations; and full, fair, accurate, and timely disclosure in the reports that the Corporation files with the Department of Canadian Heritage in accordance with the Contribution Agreement and all other public communications.
This Code applies to all of the Corporation’s directors, officers, and employees.
The CMF by-laws set out the rules relating to the Corporation’s internal administration and affairs, including those relating to membership, directors, director independence, and the role of the Board committees. They are subject to approval by the two members and also by Innovation, Science and Economic Development Canada.