Director Appointment and Election Procedures • FaithLife Financial

Director Appointment and Election Procedures

Director Appointment and Election Procedures

The Board has approved the following procedures to govern the appointment and election of Directors to the FaithLife Financial Board.

(a) Any person who believes they are qualified may submit an application to become a Director sitting on the FaithLife Financial Board at any time by delivering an application to the Corporate Secretary or the chair of the Human Resources and Nominations Committee (HRNC). Applicants may be sourced or recruited by various means as determined by the HRNC.  The name of each applicant will be included on a list of potential Directors kept by the HRNC until the applicant is appointed to the Board or the HRNC has removed an applicant’s name from its list of potential Directors;

(b) when a vacancy arises on the Board, or is expected to arise within the following eighteen (18) months, the Governance Committee will assess the Board’s attributes and competency needs and report those needs to the HRNC. The HRNC will then review its list of potential Directors and add the name(s) of any person(s) to the list that the HRNC determines could be potentially suitable for directorship.  Incumbent Directors whose terms are expiring will be added to the list unless an incumbent Director has reached or is about to reach his or her Absolute Term Limit.

(c) following its review, the HRNC will select a name or names from its list of potential Directors and, following an interview and due diligence process, provide a list of the person or persons to the Board that it recommends the Board to consider for the vacant Board position(s).

(d) on receipt of the list from the HRNC the Board may:

(i) reject any or all the individuals on the list and, if necessary, refer the matter back to the HRN for reconsideration and in that event the HRNC will repeat the review, selection and recommendation process outlined above; or,

(ii) Accept an individual on the list (or some or all of them if there is more than one). If fifty per cent (50%) or less of the Directors then sitting on the Board are Members’ Directors, then the HRNC will arrange for a Member election in respect of the individual in accordance with paragraph (e) below; otherwise, it may either:

1) appoint the individual as a Director of the Society as at a date of the Board’s choosing, provided that such individual satisfies the necessary requirements, including that the individual is a Voting Member or a Legacy Member (or will be prior to becoming a Director);

2) or arrange for a Member election in respect of the individual in accordance with paragraph (e) below. In this case, that individual, will be appointed as a Director of the Society at the conclusion of Board meetings held on the day of the next Annual Legislative Meeting following the individual’s election by the Members, provided that such individual satisfies the necessary requirements, including that the individual is a Voting Member or a Legacy Member (or will be prior to becoming a Director).

(e) If the Board opts to arrange for a Member election in respect of an individual to join the Board, it shall arrange that ballots are circulated, by any electronic or physical means as the Board decides, to Members. The circulated ballots shall, in addition to any other request or information the Board decides to include, contain the name of the individual standing for election, and the option to check ‘yes’ indicating that the individual is approved by a Member to join the Board or ‘no’ indicating that the individual is not approved by the Member to join the Board.  The ballots shall also require the Member to indicate whether they are a Voting Member or a Legacy Member or neither. If marked “neither” the Member’s vote will not be counted unless such Member simultaneously requests to become a Voting Member, sets out the basis on how the Voting Member requirements are met and is accepted by the Board as a new Voting Member. If the number of properly marked and returned ballots from Voting Members (including new Voting Members) and Legacy Members indicating that the individual standing for election is approved exceed the number of Valid Ballots indicating that such individual is not approved then the individual standing for election will have been elected by the Members and may join the Board as a Members’ Director, otherwise (including on a parity of votes) the individual standing for election will not be elected.

(f) For clarity, only one candidate will be recommended by the Board for each vacant Board position. There will be no slate of Director candidates from which Members select a preferred candidate.

(g) Nonetheless, the Board may, in its sole discretion, deviate from the ordinary election and/or appointment procedure set out above in respect of an incumbent Director by removing the requirement for any assessment of needs by the Governance Committee and without the HRNC completing any due diligence and recommendation process relating to the incumbent Director and proceeding straight to:

(i) re-appointing that incumbent Director (if at least the Minimum Percentage of Directors then sitting on the Board are Members’ Directors disregarding any Director on whose account the vacancy in question is to be filled) or arranging a Member election in respect of that Director if the incumbent Director is not a Members’ Director; or

(ii) re-appointing that Director as a Members’ Director if the incumbent Director is a Members’ Director.