BROADCASTING ACCESSIBILITY FUND - DIRECTOR FAQ SHEET Am I eligible to be a Director? The eligibility criteria to be a director of the Broadcasting Accessibility Fund (the Fund) are as follows: 1) The minimum qualifications for a candidate to become a Director are: a. ALL candidates must be: i. At least 18 years of age, ii. Canadian citizens resident in Canada, iii. Have full legal capacity at law and contract (e.g., not bankrupt), iv. Nominated by a validly registered Stakeholder who is qualified to vote for the position the candidate is seeking, b. Accessibility Group Director candidates must additionally be: i. A person with a disability or a representative of a disability organization or other entity with relevant expertise in developing or implementing accessibility solutions. c. Independent Accessibility Director candidates must additionally meet the following requirements: i. An Independent Accessibility Director candidate must not be currently, or have been within the previous three years: 1. An officer or employee of the Fund; 2. A director, officer or employee of a broadcaster, broadcasting distribution undertaking (BDU) or accessibility group; 3. An employee of a broadcasting or accessibility lobbying group; 4. A member of Parliament, a member of the Senate of Canada, or a member of a provincial or territorial legislature; 5. Deriving or derived significant revenue from providing goods or services to a broadcaster/BDU or an accessibility/disability group; 6. Have or had a significant ownership interest in a broadcaster or BDU; ii. An Independent Accessibility Director candidate may not currently be an employee of a federal, provincial or territorial government or Crown agency. iii. An Independent Accessibility Director candidate must be a person with one or more disabilities, a representative of a disability organization and/or other individuals with relevant expertise in developing or implementing accessibility solutions. How can I be nominated to be a Director on the inaugural Board? Directors can be nominated by various stakeholder groups that have registered with the Fund to participate in the nomination and election of the inaugural Directors. Specifically, the six (6) Accessibility Directors (four (4) Accessibility Group Directors and two (2) Independent Accessibility Directors) will be nominated and elected by the Accessibility Group Stakeholders. For the purposes of nominating and electing the four (4) Accessibility Group Directors (sight, hearing, cognitive, mobility), Accessibility Group Stakeholders are required to select which one (1) Accessibility Group Director represents their interests, and may only participate in the nomination and election of that Director. All Accessibility Group Stakeholders together will nominate and elect the two (2) Independent Accessibility Directors. The three (3) Broadcasting Industry Directors will be nominated and elected by the Broadcasting Industry Stakeholders. Two (2) of the Broadcasting Industry Directors will be nominated and elected by the Broadcasting Industry Stakeholders comprised of broadcasting industry businesses, and the third Broadcasting Industry Director will be nominated and elected by Broadcasting Industry Stakeholders comprised of broadcasting distribution undertakings. Any stakeholder who wishes to nominate a candidate for a Director position is required to obtain a statement of consent from the candidate. When will the nomination and election process take place? The nomination and election process for the inaugural Directors will take place over the month of May 2013. The Interim Board, whose sole mandate is to manage the nomination and election process of the Permanent Board members, will recruit Stakeholders to register to participate in the nomination and election process until May 10, 2013. Stakeholders may submit nominations at any time prior to May 17, 2013. The Provisional Board will circulate the list of nominees on May 20, 2013, and Stakeholders will be able to vote any time thereafter up until 5pm on May 28, 2013. What are the responsibilities of Directors? The primary responsibilities of the Board of Directors are as follows. The Board of Directors will: - Be responsible for and make all decisions with respect to the Fund, including disbursements from the Fund and the allocation of funding to applicants; - Appoint Officers of the Fund, including a Funding Officer, Secretary and Treasurer; - Supervise the Funding Officer, who shall be the CEO of the Fund and perform the general and active management of the activities and affairs of the Fund, including: o Researching and drafting policies and funding criteria for the Board’s review; o Assisting with the preparation of the Annual Budget and Business Plan and Annual Report; o Receiving and evaluating submissions for funding; and o Overseeing funded projects to ensure milestones are achieved; - Confirm the annual report and annual budget / business plan of the Fund; - Constitute and participate in Committees of the Fund, including the Fund’s Audit Committee, Governance Committee and Nominating Committee; and - Create, amend and repeal policies, rules and regulations with respect to procedural matters affecting the Fund. When will the Board of Directors be established? It is anticipated that the inaugural meeting of the Permanent Board of Directors will take place in June 2013. How often will the Board meet? The Board will likely be required to meet on a relatively regular basis during the initial set-up of the Fund. Once fully operational, it is anticipated that the Board will meet on a quarterly basis, or as the Board deems appropriate. Board members who are involved in the Fund’s committees (i.e., Governance Committee, Nomination Committee, Audit Committee) may establish additional meetings as they deem appropriate. Where will the Board meet? Board meetings may be held at any time and place determined by the Directors or the Chair. A location for the first meeting of the inaugural Permanent Board of Directors has not been set. For how long a term will I serve? Directors will generally be elected to serve on the Board for a term of three (3) years, and may be re-elected to a maximum of six (6) consecutive years. To ensure the continuity of an appropriate number of persons on the Board at all times, the Canadian Radio-television and Telecommunications Commission has determined that term lengths for the initial Directors will be either two (2) or three (3) years as follows, continuing until their successor is elected, to a maximum of four (4) years: Accessibility Group Director (sight): 2 years Accessibility Group Director (hearing): 2 years Accessibility Group Director (cognitive): 3 years Accessibility Group Director (mobility): 3 years Independent Accessibility Group Director: 2 years Independent Accessibility Group Director: 3 years Broadcasting Industry Director (broadcasting distribution undertakings): 3 years Broadcasting Industry Director (broadcasting industry businesses): 2 years Broadcasting Industry Director (broadcasting industry businesses): 3 years Do Directors receive compensation? Directors will receive remuneration, provided that director compensation does not exceed one percent (1%) of the Fund’s annual capital. Directors will also be entitled to have their reasonable expenses paid by the Fund, provided that their expenses are directly related to the business of the Fund and incurred pursuant to an expense policy to be established by the Board. Could I be exposed to liability by being a Director of the Fund? Directors will not be exposed to any extraordinary liabilities by serving on the Board of the Fund. Directors will protected with Directors’ and Officers’ Insurance for any liabilities that may arise from good faith actions.