The Recognition Orders set out by the Canadian Securities Administrators (CSA) provide that IIROC’s governance structure and arrangements must ensure fair, meaningful and diverse representation on its Board of Directors and any committees of the Board, including a reasonable proportion of independent directors. IIROC also reviews its governance on an ongoing basis to ensure that there is a proper balance between, and effective representation of, the public interest and the marketplaces, dealers and other entities desiring access to the services provided by IIROC.

All IIROC Directors are responsible for ensuring that IIROC serves the public interest in protecting investors and market integrity, by articulating and ensuring it meets a clear public interest mandate for its regulatory functions.

Seven of IIROC’s 15 Directors are Independent Directors who are not affiliated with an IIROC member. In addition, the Corporate Governance Committee – which is charged with overseeing IIROC’s governance – is made up entirely of Independent Directors.

We also pay close attention to ensuring that the Dealer Directors on the IIROC Board represent a wide range of Dealer Members. Of our five Dealer Directors, three were from independent firms, two of which are based in Western Canada.

We believe that the IIROC Board is uniquely positioned to act in the public interest to protect investors and market integrity.





Andrew J. Kriegler
Andrew J. Kriegler

(Joined November 2014)
President and CEO
IIROC
Toronto, Ontario

M. Marianne Harris
M. Marianne Harris, Chair

(Joined September 2010)
Corporate Director (Independent)
Toronto, Ontario


Member of Finance, Audit and Risk Committee

Mike Gagné
Mike Gagné, Vice-Chair

(Joined September 2009)
Corporate Director (Independent)
Invermere, British Columbia

Member of Finance, Audit and Risk Committee



Industry Directors


Rita Achrekar
Rita Achrekar

(Joined September 2015)
Senior Vice-President
Global Risk Management, Scotiabank
Toronto, Ontario

Member of Finance, Audit and Risk Committee

Paul D. Allison
Paul D. Allison

(Joined October 2013)
Chairman and CEO
Raymond James Ltd.
Toronto, Ontario

Member of Human Resources and Pension Committee

Jean-Paul Bachellerie
Jean-Paul Bachellerie

(Joined September 2013)
President and COO
PI Financial Corp.
Vancouver, British Columbia

Member of Human Resources and Pension Committee

Holly Benson
Holly Benson

(Joined January 2015)
Vice-President and CFO
Peters & Co. Limited
Calgary, Alberta

Member of Finance, Audit and Risk Committee

Luc PAIEMENT
Luc Paiement

(Joined September 2016)
Executive Advisor
National Bank Financial
Montréal, Québec

Member of Human Resources and Pension Committee

Nicholas Thadaney
Nicholas Thadaney

(Joined September 2015)
President and CEO
Global Equity, Capital Markets
TMX Group
Toronto, Ontario

Member of Finance, Audit and Risk Committee

Thomas A. Wittman
Thomas A. Wittman

(Joined September 2016)
Executive Vice-President of Nasdaq
and Head of Global Trading
and Market Services
Philadelphia, U.S.A.

Member of Human Resources and Pension Committee

Independent Directors


James Donegan
James Donegan

(Joined September 2012)
Corporate Director
Toronto, Ontario

Member of Corporate Governance Committee
Member of Finance, Audit and Risk Committee

Brian Heidecker
Brian Heidecker

(Joined September 2011)
Corporate Director
Edmonton, Alberta

Member of Corporate Governance Committee
Member of Finance, Audit and Risk Committee

Edward Iacobucci
Edward Iacobucci

(Joined September 2012)
Dean
Faculty of Law
University of Toronto
Toronto, Ontario

Member of Corporate Governance Committee

Gerry O’Mahoney
Gerry O’Mahoney

(Joined September 2013)
Principal and Founder
Tralee Capital Markets
Oakville, Ontario

Member of Corporate Governance Committee

Catherine Smith
Catherine Smith

(Joined September 2012)
Corporate Director
Toronto, Ontario

Member of Corporate Governance Committee
Member of Human Resources and Pension Committee

As noted above, M. Marianne Harris (Chair) and Mike Gagné (Vice-Chair) are Independent Directors.

Resigned

as Industry Director
Luc Bachand

(Joined September 2012)
Vice-Chair and Head
BMO Capital Markets, Québec
Montréal, Québec

Member of Human Resources and Pension Committee



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