Board of Directors

The Board of Directors is responsible for ensuring that the Corporation is effectively managed so as to maximize customer value. The Board does not manage the Corporation; rather it delegates this function to management and then supervises and evaluates management's execution of Board-approved strategies and business plans.

The FundSERV Board is comprised of 14 directors; ten shareholders representing fund companies, distributors and intermediaries, and four independent directors.

• Cameron Murray (Chair), Senior Vice President & CIO, Fidelity Investments Canada ULC
• Brad Badeau, Senior Vice President & CFO, Burgundy Asset Management Ltd.
• Jerry Beniuk, Vice President Asset Maintenance, TD Bank Financial Group
• Bob Bogart, CFO, AGF Investments Inc.
• Bruno Carchidi, Senior Vice President Compliance, Goodman & Company Investment Counsel Ltd.
• Francois Desjardins, President & CEO, B2B Bank
• Debralee Goldberg, President & CEO, International Financial Data Services (Canada) Limited
• Robert Smuk, President & CEO, FundSERV Inc.
• David McCullum, Senior Vice President of Shareholder Services, Mackenzie Financial Corporation
• David Pauli, Executive Vice President & COO, CI Investments
• Jim Russell, Senior Officer, Client Services & Administration, Invesco Canada Ltd.
• Ghion Shewangzaw, Senior Vice President, Investor & Dealer Services, Franklin Templeton Investments
• Matthew Tayler, Executive Director Business Management, CIBC Asset Management
• Edward Waitzer, Partner, Stikeman Elliott LLP

Code of Conduct for Directors and Executive Officers

Executive Committee

The Executive Committee of the Board of Directors shall act for the Board in respect of issues that should be dealt with expeditiously between meetings of the Board of Directors, which would otherwise be dealt with by the Board of Directors.  In circumstances where a board committee is unable to fulfill its Statement of Purpose, the Executive Committee shall, at its discretion, assume the responsibilities of that committee until such time as the committee has been re-constituted by the Board.

• Cameron Murray (Chair), Senior Vice President & CIO, Fidelity Investments Canada ULC
• Jerry Beniuk, Vice President Asset Maintenance, TD Bank Financial Group
• David Pauli, Executive Vice President & COO, CI Investments
• Jim Russell, Senior Officer, Client Services & Administration, Invesco Canada Ltd.
• Robert Smuk, President & CEO, FundSERV Inc.

Audit/Finance/Risk Committee

The Audit/Finance/Risk Committee of the Board of Directors shall act on behalf of, and be subject to the Board of Directors in all matters pertaining to the audit of the Corporation's financial affairs, and to the systems, policies and practices of security, control and risk containment to meet the accountability requirements of the Board and to safeguard the assets of the Corporation.

• Francois Desjardins, President & CEO, B2B Bank
• Bob Bogart, CFO, AGF Investments Inc.
• Bruno Carchidi, Senior Vice President Compliance, Goodman & Company Investment Counsel Ltd.
• Matthew Tayler, Executive Director Business Management, CIBC Asset Management
• Ghion Shewangzaw, Senior Vice President, Investor & Dealer Services, Franklin Templeton Investments

Human Resources/Corporate Governance Committee

1. Human resource related matters
   • appointment of corporate officers;
   • succession planning;
   • annual compensation and benefits; and
   • other significant human resource or organizational policies generally impacting employees of the Corporation; and
2. Corporate governance related matters
   • the Corporation's corporate governance policy including structure, organization and compensation of directors and Board committee members; and
   • appropriate systems and procedures to enable the Board to exercise and discharge its responsibility.