Board of Directors
VersaBank (the “Bank”) is committed to upholding strong corporate governance practices in order to help create long-term value for its shareholders. This commitment is reflected in the Bank’s organizational structures and policies, and is embodied in the role of the Bank’s Board of Directors (the “Board”).
Board Independence
The current membership of the Bank’s Board can be found here. With the exception of the Bank’s President & Chief Executive Officer, all of the Directors are independent. Board meetings generally conclude with a discussion period at which members of management are not in attendance.
The Board and its Committees have the authority to engage and compensate outside advisors, as determined to be necessary to permit them to carry out their duties. The Bank’s Management Proxy Circular provides additional information on the Directors, including biographical information, meeting attendance records, and shareholdings. The most recent Management Proxy Circular can be found on the Shareholder Meetings page of this website.
Board Orientation and Continuing Education
The Bank’s Director Orientation and Professional Development Program is designed to enhance the Directors’ knowledge and ability to execute their responsibilities to the Bank. All new Directors are provided with a comprehensive package of information regarding the Bank. In addition, on an ongoing basis, in order to keep the Directors up-to-date on operations and those matters that affect the business of the Bank, Directors receive written material and presentations from management and expert advisors on various aspects of the Bank’s operations and on emerging issues. Also, Directors are encouraged to enroll in relevant professional development programs, and the expenses incurred are reimbursed to a fixed maximum amount. All of the Directors are members of the Institute of Corporate Directors.
Board Diversity Disclosure
The Bank’s Board Diversity Matrix for 2022 and 2023 can be viewed here.
Board Responsibilities
The Board is responsible for providing stewardship to the Bank, including direction-setting and general oversight of the management and operations of the Bank. The Board’s key responsibilities are set out in its Mandate, and the Mandate of the Chair of the Board:
Audit Committee Responsibilities
The Audit Committee’s key responsibilities are set out in its Mandate:
Conduct Review, Governance & HR Committee Responsibilities
The Conduct Review, Governance & HR Committee’s key responsibilities are set out in its Mandate:
Risk Oversight Committee Responsibilities
The Risk Oversight Committee’s key responsibilities are set out in its Mandate:
Innovation and Technology Committee Responsibilities
The Innovation and Technology Committee’s key responsibilities are set out in its Mandate:
Constating Documents
By-Laws
Majority Voting Policy
Corporate Disclosure
The Bank has in place a strong corporate disclosure framework designed to achieve the following objectives: to identify the principles of disclosure of material information, and provide guidance on related disclosure of information and public communication issues; to provide reasonable assurance that material information relating to the Bank is communicated to senior management by others within the Bank; and, to establish a process to ensure that the communications to the public are timely, factual, accurate, and complete, and broadly disseminated in accordance with all legal requirements.
In addition to its Corporate Disclosure Policy, which is reviewed annually by the Board, the Bank has a management Disclosure Committee, as well as detailed Disclosure Controls and Procedures.
The Bank’s financial results are announced quarterly, following review and approval by the Audit Committee or the Board, as applicable. These results are disseminated broadly and are available on the Bank’s website.