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.

Board of Directors Charter

 

Shareholders may contact the Board of Directors of AGF Management via email at boardofdirectors@agf.com

AGF Management Limited’s Board has ten directors, the majority of whom are independent from management. The independent directors are: Jane Buchan, Kathleen Camilli, Ian Clarke, Douglas L. Derry, Charles Guay, and G. Wayne Squibb(lead director). W. Robert Farquharson has been determined not to be independent on the basis that he had a material relationship with the Company by virtue of his former executive officer position. Representatives from management on the Board are Blake C. Goldring, Judy G. Goldring, and Kevin McCreadie. 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.

Code of Business Conduct and Ethics

Board

Blake C. Goldring

Blake C. Goldring

M.S.M., CD, CFA® (2000)
Executive Chairman
Jane Buchan

Jane Buchan

PhD, CAIA (2017)
Chief Executive Officer, Martlet Asset Management LLC
Kathleen Camilli

Kathleen Camilli

(2015)
Founder and Principal, Camilli Economics, LLC
Ian Clarke

Ian L.T. Clarke

CA, FCA, ICD.D (2022)
Chief Financial Officer, Greater Toronto Airports Authority
Douglas Derry

Douglas Derry

FCPA, FCA (2000)
Corporate Director
Bob Farquharson

W. Robert Farquharson

CFA® (1977)
Vice-Chairman
Judy Goldring

Judy G. Goldring

LL.B, LL.D, ICD.D (2007)
President and Head of Global Distribution
Charles Guay

Charles Guay

(2017)
President and Chief Operating Officer - SuccessFinder
Kevin McCreadie

Kevin McCreadie

CFA®, MBA (2018)
Chief Executive Officer and Chief Investment Officer AGF Management Limited
Cybele Negris portrait

Cybele Negris

ICD.D (2022)
CEO and Co-Founder of Webnames.ca
G Wayne Squibb

G. Wayne Squibb

(2009)
Lead Director, AGF, and President and CEO, Realstar Group

Executive Chairman, AGF Management Limited

Blake C. Goldring is the Executive Chairman 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. Under his leadership, AGF has grown to be a premier global asset management firm with operations in Canada, the United States, Europe and Asia. Prior to joining AGF, he worked in corporate banking for a major Canadian bank.

Mr. Goldring sits on a number of private company and not-for-profit boards including the C.D. Howe Institute and the Canadian Film Centre and is the founder of Canada Company, a charitable, non-partisan organization created to connect business and community leaders with Canada’s military.

Blake has received numerous honours in recognition of his personal and professional achievements. Most recently, he was named a Member of the Order of Canada in 2018 and he received a Doctor of Humane Letters from Victoria College, University of Toronto, in 2021.

He holds an Honours BA in Economics from the University of Toronto and a Masters of Business Administration from INSEAD in France. He is also a member of the Toronto Society of Financial Analysts, a CFA® charterholder and a Fellow of the Institute of Canadian Bankers.

Chief Executive Officer, Martlet Asset Management LLC

Ms. Buchan is the Chief Executive Officer of Martlet Asset Management. Until August 1, 2018, she was CEO of PAAMCO.

She served as Director and Chairwoman of the Board for the Chartered Alternative Investment Analyst Association (CAIA) until 2018. She also serves as a member of the Board of Directors for Globe Life Inc. (NYSE: GL) as well as two private companies, is a founding Angel for 100 Women in Finance, is a trustee for the Standards Board of Alternative Investments and serves on several endowment and foundation investment committees.

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 US.

Previously, Ms. Camilli was the US 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. In 2018 she joined the board of privately held Zero Hash, a subsidiary of Seed CX. She was an independent director of Mass Bank (NASDAQ) from 2004‐2008. Ms. Camilli is a Board Governance Fellow of the National Association for Corporate Directors, a member of the National Association of Corporate Directors, the National Association for Business Economics, the Economic Club of New York, and Extraordinary Women on Boards.

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

Chief Financial Officer, Greater Toronto Airports Authority

Ian Clarke joined the GTAA in March 2017 as the Chief Financial Officer and previously was a GTAA Board Member for five years. In August 2020, Ian was given additional responsibilities for the Commercial and Business Partnerships and Strategy and Business Analytics.

Prior to this, Ian was Chief Financial Officer, Business Development at Maple Leaf Sports and Entertainment Ltd. (“MLSE”) for 26 years. During his tenure at MLSE Ian was responsible for finance, administration, regulatory filings, collective bargaining negotiations, bond and loan restructuring. Led the financial due diligence and tax structuring of the Raptor and Air Canada Centre acquisition by Maple Leaf Gardens Ltd. Led and negotiated the acquisition of the Toronto FC expansion and the development of BMO Field, and the Maple Leaf Square project development.

Ian joined as a Board member of the Canadian Olympic Committee in 2021. Ian was previously a Board Member for the Toronto Foundation for nine years and a Board Member for ten years at St. Michael’s Hospital. Ian is a Chartered Accountant and holds an Institute of Corporate Directors, Director designation. Ian led 10 volunteer missions to New Orleans, Jamaica and Kenya, building 3 schools, 14 homes and raised over a $1 million.

Corporate Director

Douglas L. Derry is chairman of Poplar Lane Holdings Ltd., a family company. He currently serves or has recently served as audit committee chair on the board of directors of public, public interest and private companies, including Equitable Life of Canada (2000-2016), Keewhit Investments and closed-end funds administered by Scotia Capital. He also served on the Independent Review Committee of the above funds and others administered by BMO Nesbitt Burns Inc.

Mr. Derry has a longstanding membership on a variety of not-for profit boards, currently including St. Michael’s Hospital Research Institute, the Patrick and Barbara Keenan Foundation and Trinity College School (Honourary Trustee). A former senior partner in PricewaterhouseCoopers LLP, he is a past Chair of the Institute of Chartered Accountants of Ontario, The Bishop Strachan School, The Empire Club Foundation, The Empire Club of Canada, the Toronto Symphony Foundation and the University of Guelph and University of Guelph Heritage Trust (Vice chair).

Mr. Derry holds an Honours B.A. from the Richard Ivey School of Business at Western University and is a Fellow of Ontario’s Institute of Chartered Accountants and the Chartered Professional Accountants. In 2012, he was awarded the Queen Elizabeth II Diamond Jubilee Medal for his dedicated service to his peers, his community and to Canada.

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 (CFA®) designation.

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

President and Head of Global Distribution, AGF Management Limited

Judy G. Goldring is President and Head of Global Distribution at AGF Management Limited, overseeing the execution of strategic plans in support of business priorities, counseling the CEO on business planning and providing direction for corporate initiatives. She brings unified accountability to and fosters greater synergies across AGF’s respective sales distribution channels globally. She also oversees the firm’s Human Resources function and is responsible for AGF’s Private Client businesses.

Judy is also a member of the Executive Management Team where she assists in the development and execution of AGF’s strategy. In addition, as a member of the Board of Directors for AGF Management Limited and AGF Mutual Funds, she provides strategic leadership and vision that promotes AGF’s long-term growth. Since joining AGF in 1998, Judy has held several roles with increasing responsibility. Prior to being named President, she served as Executive Vice-President and Chief Operating Officer. In this role, she demonstrated leadership in promoting and supporting the firm’s operational effectiveness.

She received a Bachelor of Arts in Economics from the University of Toronto and earned her Bachelor of Laws (LL.B) from Queen’s University. She is a member of the Law Society of Upper Canada and has been a member of the Canadian Bar Association since 1993. In 2019, she received an Honorary Doctorate of Laws (LL.D) from the University of Toronto.

Judy is Vice-Chair of The Investment Funds Institute of Canada (IFIC)'s Board of Directors and sits on the Board of the Toronto French School (TFS), Canada’s International School, which is the largest bilingual school in Canada. In addition, Judy serves on the Scholarship Advisory Committee for the Children’s Aid Society, as well as is a lead fundraiser for the JDRF $100m Campaign to Accelerate.

President and Chief Operating Officer - SuccessFinder

Charles is a recognized transformational business leader and builder. Since 2018, Charles is President & COO of SuccessFinder, a leading HR predictive analytics SaaS platform based in Montreal. Prior to that, he has had his own strategic consulting firm and has built an impressive track record as an executive in the financial services industry.

Charles is the former President & CEO of Standard Life Canada and then, EVP Institutional markets and President & CEO Quebec for Manulife. Before joining Standard Life, he spent most of his career at National Bank of Canada leading their mutual fund division for 11 years as President & CEO. He started his career at RBC Dominion Securities as a successful investment advisor. He serves on several boards of directors, currently including Pomerleau Inc. and the CHU Sainte-Justine Foundation.

He is a recipient of several excellence awards, such as the “Top 40 under 40”, the Arista award and the Hermès Career Achievement award of Laval University, from which he graduated in 1994 in business & finance.

 

Chief Executive Officer and Chief Investment Officer AGF Management Limited

Kevin McCreadie is Chief Executive Officer (CEO) and Chief Investment Officer (CIO) of AGF Management Limited.

In the role of CEO, Mr. McCreadie is responsible for the overall success of AGF, overseeing the firm’s mission, vision and strategic direction. He also leads AGF’s Executive Management Team and serves as its liaison with AGF’s Board of Directors.

As CIO, Mr. McCreadie provides direction and leadership to AGF’s investment management teams.

Mr. McCreadie brings more than 35 years of investment management experience to AGF, with extensive expertise in retail and institutional asset management, direct portfolio management and over a decade of combined experience as CIO for two major U.S. financial services firms.

He earned an MBA in Finance from the Wharton Graduate School of Business and holds the Chartered Financial Analyst (CRA®) designation.

CEO and Co-Founder of Webnames.ca

Cybele Negris is a tech CEO, serial entrepreneur, experienced corporate director, sought-after speaker, mentor, columnist and a Hall of Fame inductee of Canada’s Top 100 Most Powerful Women.

She is CEO and Co-Founder of Webnames.ca, Canada’s original .CA Registrar and Webnames Corporate, a leader in domain name portfolio management and security for corporations and government.

Cybele currently serves on the boards of several leading Canadian businesses, not-for-profits and institutions – including the Royal Canadian Mint – and brings insights gained from her extensive business and governance experience.

She was named to the Women’s Executive Network (WXN) Canada's Top 100 Most Powerful Women list four times and the PROFIT W100 list of Canada's Top Female Entrepreneurs for nine consecutive years. She has also been recognized as one of Business In Vancouver’s Influential Women in Business and Top 40 Under 40.

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 and corporate boards.

Kathleen Camilli (Chair)

Jane Buchan

Douglas Derry

Charles Guay

Cybele Negris

G. Wayne Squibb

Committee 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.

Jane Buchan (Chair)

Kathleen Camilli

Ian Clarke

Douglas Derry

Charles Guay

Cybele Negris

G. Wayne Squibb

Committee 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 Derry (Chair)

Jane Buchan

Kathleen Camilli

Ian Clarke

G. Wayne Squibb

Committee 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.
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