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.

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 nine directors, the majority of whom are independent from management. The independent directors are: Jane Buchan, Kathleen Camilli, Sarah Davis, Douglas L. Derry, Charles Guay, and G. Wayne Squibb (lead director). 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.

Code of Business Conduct and Ethics

Board

Blake C. Goldring

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

Jane Buchan

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

Kathleen Camilli

(2015)
Founder and Principal, Camilli Economics, LLC

Sarah Davis

FCPA, FCA (2014)
President, Loblaw Companies Limited

Douglas Derry

FCPA, FCA (2000)
Corporate Director

W. Robert Farquharson

CFA (1977)
Vice-Chairman

Judy G. Goldring

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

Charles Guay

(2017)
Founder and President, CG&CO

G. Wayne Squibb

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

Chairman and CEO, AGF Management Limited

Blake C. Goldring is the Chairman and CEO of AGF. 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 independent investment management company 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 and not-for-profit boards and is the founder of Canada Company:  Many Ways to Serve, a charitable, non-partisan organization created to connect business and community leaders with Canada’s military.

He holds an Honours BA in Economics from the University of Toronto and an MBA from INSEAD in France. Mr. Goldring also 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.

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

Ms. Buchan is the Chief Executive Officer of PAAMCO and Co-Chief Executive Officer at PAAMCO Prisma Holdings. In these roles, she oversees and is jointly responsible for the business strategy and direction of both firms.

Jane is member of the Board of Directors for Torchmark (NYSE: TMK), is a founding Angel for 100 Women in Finance, is an active board member for Girls Who Invest, and is a trustee for the Standards Board for Alternative Investments.

Jane holds both a PhD and an MA in Business Economics (Finance) from Harvard University. She earned a BA in Economics from Yale University.

Founder and Principal, Camilli Economics, LLC

Ms. Camilli is one of the top macro-economic forecasters in the USA.

She started her career at the Federal Reserve Bank of NY, was the US economist on the global team at Credit Suisse Asset Management, and the Chief Economist at Tucker Anthony Sutro.

Ms. Camilli has served on three public company boards, and is currently an independent director at the UniFirst Corporation (NYSE). She is a strategic advisor to two start-ups, one in social media, and the other in fintech. She is a National Association of Corporate Directors Governance Fellow, a member of Women Corporate Directors, and a member of the National Association for Business Economists.

Ms. Camilli has an MBA in Finance/MA in French Studies from New York University. She 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 becoming President, Ms. Davis served as Chief Administrative Officer, Loblaw Companies Limited and 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, Loblaw Companies, Canada’s largest food retailer. Ms. Davis was named one of Canada’s Most Powerful Women: Top 100 in 2011 by the Women’s Executive Network and was executive sponsor of the Women@Loblaw network from 2010 to 2017.  

Ms. Davis holds an Honours Bachelor of Commerce degree from Queen’s University.  Currently, Ms. Davis sits on the Board of Directors for PC Bank and is Chair of the Board of Directors for both President Choice Childrens Charity and T&T Supermarket Inc.

Corporate Director

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

Mr. Derry sits on various corporate and not-for-profit boards.

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

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.

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 EVP and General Manager, Institutional Markets for Manulife Canada and President and CEO of Manuvie Québec.

Previously, he was the President and CEO of Standard Life Canada. He also held a number of executive roles at the National Bank of Canada, including President and CEO of National Bank Securities between 2005 and 2011.

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.

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 in 2005.

 

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.

Kathleen Camilli (Chair)

Jane Buchan

Douglas Derry

Charles Guay

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.

Sarah Davis (Chair)

Douglas Derry

Kathleen Camilli

Charles Guay

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

Sarah Davis

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.