Selection Criteria

Nominees should have a prominent and distinguished career as a director. Nominees are assessed against specified selection criteria that reflects a breadth and depth of governance leadership in a variety of boardroom settings as well as other contributions to good governance.

The Fellowship Awards Selection Committee welcomes nominations of directors from public and private companies, not-for-profit organizations and Crown Corporations.

The ICD honours the outstanding leadership and contributions of directors in Canadian boardrooms who exemplify the highest standards of governance and are deserving of recognition as Fellows of the ICD.

Fellows have earned the respect of their peers for their professionalism, integrity, and knowledge, as well as their demonstrated track record of outstanding boardroom leadership across multiple organizations.

The high standards for selection of For-Profit awards will equally apply for Fellows being principally recognized for excellence in governance in NFP’s. This particular recognition acknowledges governance and leadership in NFPs, as distinct from philanthropic efforts.

The following criteria are guidelines for nomination as a Fellow of the ICD:

• Leadership and stewardship
• Accountability to stakeholders
• Contributions to governance
• Relationship with the CEO and board/management
• Organizational effectiveness and enhancement of the board
• Collegiality

Nominees have demonstrated outstanding leadership and stewardship over several years applying experience, knowledge, insight, and discernment. He/she is a person of integrity, exhibits a strong understanding of the director’s fiduciary duty, and fosters a climate of ethical business practices. In looking to the future, he/she has embraced the organization’s values, helped shape its vision, mission and strategic direction, and ensured appropriate management succession including oversight of risk management and internal controls.

Nominees understand and endeavour to balance the interests of shareholders and/or other stakeholders and put the interests of the company or organization above self-interest. He/she has demonstrated a commitment to transparency and disclosure. He/she is committed to superior performance, consistently striving to go beyond the legal and /or regulatory governance requirements to enhance, not just protect, shareholder and stakeholder interests.

Nominees have demonstrated best practices and a track record of outstanding boardroom leadership across multiple organizations. He/she has taken a leadership role in boardrooms to ensure that the organizations benefit from superior governance practices. He/she has also made a recognizable contribution to Canadian corporate governance outside of the boardroom.

Nominees contribute to effective governance through their superior, constructive relationships with the CEO and management. He/she has helped to serve as an advisor, sounding board and coach to the CEO, helping the CEO recognize and manage major opportunities, risks and exposures. He/she has helped senior management to shape the strategic direction of the company and assisted senior management to achieve a balance between the conflicting pulls of long-term versus short-term performance, and diverse internal and external demands.

Nominees possess a solid understanding of the role of the board, as well as the legal duties and responsibilities of directors. He/she has impacted organizational effectiveness and enhanced board operations. He/she continually questions and probes beyond numbers and words. He/she is not afraid to challenge traditional approaches and thinking in order to make the board a competitive advantage for the company or organization. The nominee reflects the right corporate tone and culture and excels at board-management relationships.

Nominees should be able to work effectively with others and possess the maturity to criticize without getting personal as well as the good judgment to respect the views of other directors when they differ from their own. He/she has the common sense to know when to talk and when to listen and the skill to ask tough, relevant questions in a civil and respectful manner.