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Greater Toronto Airports Authority

The Greater Toronto Airports Authority (GTAA) is responsible for managing and operating Canada’s largest airport, Toronto Pearson International Airport, which is on its way to becoming one of the world’s true mega hubs. It is the second-largest international passenger airport in North America as measured by the total number of annual international passengers, and the fifth most connected “mega hub” airport in the world. In 2018, Toronto Pearson served 49.5 million passengers, and has twice been recognized by Airports Council International as the Best Large Airport in North America.

The GTAA is a Canadian Airport Authority, a non-share capital corporation under the Canada Not-for-profit Corporations Act, and a reporting issuer under Canadian securities legislation.

Board Responsibilities

The Board of Directors is responsible for the management and operation of Pearson International Airport, including the following specific matters:

• Oversee the strategic planning process and periodically approve a strategic plan
• Oversee the management and operation of Canada's largest airport
• Oversee a risk assessment process and evaluate risks as part of strategic decision making
• Ensure that Management develops and maintains systems and internal controls to ensure compliance with applicable laws and regulations
• Consider and approve financial statements and operating and capital budgets

Term of Office

Members of the board serve a three year term. No member may serve for longer than nine years.

Composition

The Board of Directors consists of 15 members:

• 2 appointed by the Government of Canada
• 1 appointed by the Government of Ontario
• 5 elected from candidates nominated by the municipal nominators (York, Halton, Peel, Durham, and the City of Toronto)
• 7 elected candidates who are identified through a search process conducted by the GTAA which includes engaging with community nominators

Eligibility

The general eligibility requirements set out in the Public Appointments Policy apply to the City's nominees.

The GTAA’s By-Law outlines additional criteria, namely that a candidate must:

• be a Canadian citizen or permanent resident of Canada and at least 18 years of age;
• not be, or within two years immediately preceding the date of appointment not have been, a member of the Senate of Canada, the House of Commons or the legislature of a province, or an elected official of a municipality located within the South Central Ontario Region;
• not be, or within two years immediately preceding the date of appointment not have been, an employee of the Government of Canada, a province or a crown corporation, an officer or employee of a municipality located within the South Central Ontario Region, or an employee of the GTAA; and
• not be a director, officer or employee of any person who has, or within six months immediately preceding the date of appointment had, a financial or commercial agreement or arrangement with the GTAA, the Government of Canada or the Ontario Government, the Regional Municipalities of Peel, York, Halton or Durham or the City of Toronto that could reasonably be perceived to interfere with their ability to discharge their fiduciary duty to act honestly and in good faith in the best interests of the GTAA.

Qualifications

Candidates are required to demonstrate:

• board experience
• financial literacy
• senior leadership experience and accomplishment
• strategic thinking and collaboration

Candidates are also required to have either:

• senior accounting, finance, treasury and capital markets experience, ideally as a Chief Financial Officer with a significant commercial enterprise (experience with a reporting issuer is desirable) and with a CPA qualification; or
• senior global, airport management and operations experience at a major airport.

Meetings

The Board currently has five regularly-scheduled meetings per year. Directors also serve on two committees of the Board, each of which generally meets four to six times per year.

Remuneration

GTAA Board Members receive a retainer and a fee for attendance at meetings, according to a policy set by the GTAA Board.

Relevant links

• More information about the GTAA, its governance, and leadership can be found at www.torontopearson.com.