Corporate Governance

About Us Investor Relations

AGF’s Board is responsible for the stewardship of the Corporation, including overseeing the conduct of the business and affairs of the Corporation. The Board has a written charter that is reviewed annually. All material relating to the strategic plan, which takes into account the risks and opportunities of the business, is reviewed at least annually by the Board and discussed with management. Any transaction having a significant impact on the strategic plan and other significant decisions that affect the AGF Group of Companies is approved by the Board. In addition, each director annually completes a Board and Board Committee Effectiveness Evaluation questionnaire and a Self-Assessment questionnaire, the results of which are taken into consideration for the annual election of directors and appointment of Board committee members. The Board appoints the Chief Executive Officer and other executive officers.

The Board meets with senior executives on a regular basis to receive and consider reports on the affairs of the Corporation. The Board expects these reports to be comprehensive, accurate and timely. All material communications to shareholders are approved by the Board. Additionally, the Board reviews and approves annual and interim reports to shareholders, including financial statements and management’s discussion and analysis.

descriptionBoard of Directors Charter

AGF Management Limited’s Board has eight directors, the majority of whom are independent from management. The independent directors are: Kathleen Camilli, Sarah Davis, Douglas L. Derry, Winthrop Smith, Jr. (lead director), and G. Wayne Squibb. Representatives from management on the Board are Blake C. Goldring, W. Robert Farquharson, and Judy G. Goldring. Blake C. Goldring indirectly owns all of the voting shares of Goldring Capital Corporation, which owns 80% of the voting shares of the Corporation. Blake C. Goldring and Judy G. Goldring are indirect shareholders of Goldring Capital Corporation and are parties to a unanimous shareholders’ agreement. W. Robert Farquharson holds 20% of the voting shares of the Corporation.

AGF Management Limited (AGFML) is committed to ensuring its corporate governance practices evolve with best practices. Each of its directors is actively engaged in his or her duties as a steward of the Corporation, tasked with the protection and promotion of shareholder interests. To help galvanize the alignment of interests, AGFML’s Board has established a policy that each board member own at least three times his or her annual retainer in AGF Class B Non-Voting shares and/or Deferred Share Units.

AGF operates in a highly regulated environment and complies with all legislative and regulatory requirements for its businesses. Regulators include securities commissions and regulators of financial institutions in the respective jurisdictions in which AGF operates.

Best Practices in Corporate Governance in Place at AGF Management Limited

  • All three of the Board’s committees meet independence guidelines in terms of composition.
  • The Board conducts an annual review of its performance, the performance of each of the Board’s committees, and the performance of each director.
  • All directors are required to own at least three times their annual retainer in AGF Class B Non-Voting shares and/or Deferred Share Units. New directors have 24 months upon appointment to obtain such ownership.
  • At each meeting of the Board and Board committees, time is specifically reserved for independent discussion without management present.
  • An orientation and education program is in place for all new directors, as well as a continuing education program for all directors.
  • All directors, officers and employees of AGF must acknowledge their adherence annually to AGF’s Code of Business Conduct and Ethics.

All directors, officers and employees of AGF are subject to a code of business conduct and ethics (the 'Code') that outlines the standards by which they must conduct themselves in their business dealings. Compliance with the Code is a matter of utmost importance, and a breach of any of its provisions is grounds for warning, revision of responsibilities, suspension or dismissal, with or without notice, depending on the particular circumstances. All directors, officers and employees of the AGF Group are required to acknowledge their understanding and agreement to comply with the Code annually.

Full disclosure on corporate governance practices including board and committee charters is included in the Annual Information Form.

descriptionCode of Business Conduct and Ethics

Board

Blake C Goldringkeyboard_arrow_down

M.S.M., CFA (2000)
Chairman and CEO

Kathleen Camillikeyboard_arrow_down

(2015)
Founder and Principal, Camilli Economics, LLC

Sarah Daviskeyboard_arrow_down

FCPA, FCA (2014)
President, Loblaw Companies Limited

Douglas L. Derrykeyboard_arrow_down

FCPA, FCA (2000)
Corporate Director

W. Robert Farquharsonkeyboard_arrow_down

CFA (1977)
Vice-Chairman

Judy G. Goldringkeyboard_arrow_down

LL.B (2007)
Executive Vice-President, Chief Operating Officer

Winthrop H. Smith, Jrkeyboard_arrow_down

MBA (2002)
Lead Director, AGF and Chairman, WHS Holdings LLC

G. Wayne Squibbkeyboard_arrow_down

(2009)
President and CEO, Realstar Group

Jane Buchankeyboard_arrow_down

PhD, CAIA (2017)
Chief Executive Officer & Co-Chief Executive Officer PAAMCO & PAAMCO Prisma Holdings

Charles Guaykeyboard_arrow_down

(2017)
Founder and President, CG&CO

Chairman and Chief Executive Officer, AGF Management Limited

Blake C. Goldring is the Chairman and CEO of AGF Management Limited.

He first joined AGF in 1987 and held a series of senior positions before being appointed President in 1997, CEO in 2000, and Chairman in 2006. Prior to that, he worked in corporate banking for a major Canadian bank.

Mr. Goldring holds an Honours BA in Economics from the University of Toronto and an MBA from INSEAD in France. He holds the Chartered Financial Analyst designation and is a member of the Toronto Society of Financial Analysts and a Fellow of the Institute of Canadian Bankers.
Mr. Goldring sits on a number of private and not-for-profit boards.

Founder and Principal, Camilli Economics, LLC

Ms. Camilli is the founder and principal of Camilli Economics, LLC, and one of the top macro-economic forecasters in the United States.

Previously, Ms. Camilli was the U.S. economist at Credit Suisse Asset Management, and the Chief Economist at Tucker Anthony Sutro.
Ms. Camilli started her career at the Federal Reserve Bank of New York, and held positions at the Chase Manhattan Bank and Drexel Burnham Lambert. She has been an independent director of UniFirst Corporation (NYSE) since 2012.

She is a strategic advisor to NY-based fintech startup Tactile Finance, and to Houston-based social media startup Pink Petro. She was an independent director of Mass Bank (NASDAQ) from 2004 to 2008. She is a Board Governance Fellow of the National Association for Corporate Directors, and a member of the National Association of Corporate Directors, the National Association for Business Economists, the Forecasters Club, and Women Corporate Directors.

Ms. Camilli received an MBA in Finance and an MA in French Studies from New York University. She earned her BA degree in both Economics and French from Douglass College, Rutgers University. Ms. Camilli has served on the boards of numerous not-for-profit organizations.

President, Loblaw Companies Limited

As President, Loblaw, Sarah Davis is responsible for the day-to-day operation of Loblaw’s business and execution strategy. Before taking on this role, Ms. Davis served as Chief Administrative Officer of Loblaw Companies Limited where she had a broad portfolio of responsibilities including corporate strategy, supply chain, information technology, real estate and human resources.
Prior to this, Ms. Davis served as Chief Financial Officer of Loblaw Companies, Canada’s largest food retailer. Prior to joining Loblaw, Ms. Davis served as Vice President, Finance and Controller at Rogers Communications.

Ms. Davis was named one of Canada’s Most Powerful Women: Top 100 in 2011 by the Women’s Executive Network and is the executive sponsor of the Women@Loblaw network. Ms. Davis has deep experience in the implementation of large and complex infrastructure programs, including the implementation of SAP across Loblaw.
Ms. Davis holds an Honours Bachelor of Commerce degree from Queen’s University.
She is a Fellow Chartered Accountant and a Fellow Chartered Professional Accountant.
Ms. Davis currently sits on the Board of Directors for PC Bank.

Corporate Director

Douglas L. Derry is a former Partner at PricewaterhouseCoopers, LLP, where he worked for 29 years until 1997.

Mr. Derry sits on the boards of public and private corporations and not-for-profit organizations.

Mr. Derry holds an Honours BA in Business Administration from the Richard Ivey School of Business at the University of Western Ontario and is a Fellow of the Institute of Chartered Accountants of Ontario.

Vice-Chairman, AGF Management Limited

W. Robert (Bob) Farquharson serves as Vice-Chairman at AGF. He joined AGF as an analyst and over a period of 50 years has managed a number of AGF funds and served the Company in senior executive and director roles.

Mr. Farquharson earned a Bachelor of Commerce degree from the University of Toronto, holds an honorary LL.D. from the University of Guelph, and holds the Chartered Financial Analyst designation.

Mr. Farquharson sits on a number of private and not-for-profit boards.

Executive Vice-President, Chief Operating Officer, AGF Management Limited

Judy G. Goldring joined AGF as Vice-President and General Counsel in 1998, became General Counsel and Senior Vice-President, Business Operations, in 2001, and became General Counsel and Senior Vice-President, Law and Corporate Affairs in 2004.

In 2009 Ms. Goldring became Executive Vice-President, Chief Operating Officer and General Counsel, and in 2011 she became Executive Vice-President and Chief Operating Officer.

Before joining AGF, Ms. Goldring specialized in regulatory and administrative law. She earned her LL.B from Queen’s University and was called to the Bar in Ontario.

Judy sits on the Board of the Investment Funds Institute of Canada (IFIC). She is a member of the Law Society of Upper Canada and the Canadian Bar Association.

Lead Director, AGF and Chairman, WHS Holdings LLC

Winthrop H. Smith, Jr. spent 27 years at Merrill Lynch, where he was most recently Executive Vice-President, Merrill Lynch & Co., President, International Private Client Group, and Chairman, Merrill Lynch International, Inc. During his time at Merrill Lynch, he also held the position of Director of Human Resources.

Mr. Smith holds an undergraduate degree from Amherst College and an MBA from the Wharton School of Business, University of Pennsylvania.

Mr. Smith is a majority partner in a resort operation and serves on a number of public and private boards and board committees including the audit committee, compensation committee and nominating and corporate governance committee.

President and CEO, Realstar Group

G. Wayne Squibb is the co-founder of Realstar Group and has been CEO since 1983.

One of the leading real estate investment and management organizations in Canada, Realstar Group is focused on strategic investing in the multi-unit residential rental, hospitality, residential land-lease and sports/entertainment sectors in Canada and the United Kingdom.

The company holds the Canadian master franchise rights to the Days Inn, Motel 6 and Studio 6 hotel brands and previously owned and operated Delta Hotels and Resorts.

Mr. Squibb serves on a number of not-for-profit boards in addition to several corporate boards.

Chief Executive Officer & Co-Chief Executive Officer PAAMCO & PAAMCO Prisma Holdings

Ms. Buchan is the Chief Executive Officer of PAAMCO, a leading institutional investment firm dedicated to offering alternative investment solutions to preeminent investors. She is also Co-Chief Executive Officer at PAAMCO Prisma Holdings. In this combined role, she oversees and is jointly responsible for the overall business strategy and direction of both firms.

She is currently serving as Director and Chairwoman of the Board for the Chartered Alternative Investment Analyst Association (CAIA). She also serves as a member of the Board of Directors for the Torchmark Corporation (NYSE: TMK).

Ms. Buchan is a founding Angel for 100 Women in Finance and is an active board member for Girls Who Invest. She is also involved with the Orange County Girl Scouts Chapter contributing to the development of a STEM badge.

Ms. Buchan serves as a Trustee for Reed College in Portland, Oregon and the University of California, Irvine Foundation. She is also a member of the Advisory Board for the Master of Financial Engineering Program at University of California, Los Angeles Anderson School of Management. She serves as a trustee for the Hedge Funds Standards Board and she serves as an Associate Editor for the Journal of Alternative Investments.

Founder and President, CG&CO

Mr. Guay is the Founder and President of CG&CO, a strategic and governance consulting firm.

Before founding CG&CO, he was Executive Vice-President and General Manager, Institutional Markets, of Manulife Canada and President and Chief Executive Officer of Manuvie Québec. In this capacity, he oversaw pension and group insurance operations for Canada and was instrumental in the integration of the two firms.

Previously, he was the President and CEO of Standard Life Canada. He held a number of executive roles at the National Bank of Canada, including President and CEO of National Bank Securities between 2005 and 2011. He was also highly successful as District VP at Fidelity Investment and Investment Advisor at RBC Dominion Securities.

Mr. Guay sits on various Boards including Pomerleau, Cossette, CHU Ste-Justine Foundation and HEC Executive Education Program. He holds a bachelor’s degree in business administration from Laval University and is a Fellow in the Canadian Securities Institute (CSI).

In 2012, Mr. Guay received the Hermès career achievement award from his Alma mater, and was named one of Canada’s Top 40 under 40. Since 2005, he has been voted Top 25 financial industry leaders in Quebec several times.

G. Wayne Squibb (Chair)

Douglas Derry

Winthrop H. Smith, Jr.

descriptionCommittee Charter
  • Review, at least annually, committee charter as well as the charters of the Board and Board committees and recommend to the Board the adoption of or amendment to such charters.
  • Consider the size and composition of the Board to facilitate effective decision-making and make recommendations to the Board on changes to board composition.
  • Identify, review and make recommendations to the Board regarding new director nominees.
  • Evaluate the contribution of each individual director.

Sarah Davis (Chair)

Douglas Derry

Kathleen Camilli

Winthrop H. Smith, Jr.

G. Wayne Squibb

descriptionCommittee Charter
  • Review, assess and oversee the executive compensation policies and programs and monitor the overall effectiveness of the AGF Group’s general compensation programs in achieving its strategic objectives.
  • Set performance objectives for the CEO that encourage the AGF Group of Companies’ long-term financial success and regularly measure the CEO’s performance against these objectives.
  • Review AGF’s plans for the CEO’s and the executive officers’ succession.
  • Review the compensation and performance objectives of all executive officers.

Douglas L. Derry(Chair)

Kathleen Camilli

Sarah Davis

Winthrop H. Smith, Jr.

G. Wayne Squibb

descriptionCommittee Charter
  • Oversee the integrity of financial reporting.
  • Oversee internal controls and disclosure controls.
  • Oversee the performance of the internal audit function, including the resolution of disagreements between management and the internal auditor regarding internal controls.
  • Oversee adequacy of compliance policies and review reports from regulators.
  • Be directly responsible for the selection, compensation, retention and oversight of the work of the external auditors, including the resolution of disagreements between management and the external auditors. The external auditors report directly to the committee.