Director Nominations Package

THIS PACKAGE INCLUDES:For Information: • Prospera Credit Union - A Co-operative• Overview • Position Expectations• Election Campaign Guidelines • Terms of Reference• Confl ict of Interest and Disclosure Policy• Code of Conduct and Ethics Policy

Pull-out A – for Completion and Return:• Board of Directors’ Nomination Form • Confl ict of Interest & Related Party Transaction• Candidate’s Declaration

Pull-out B – Credit Union Rules

A co-operative enterprise is a democratically owned business in which members pool their resources to obtain a specific benefit. There are many different kinds of co-operatives, including housing, food and financial co-operatives such as Credit Unions. Building on more than 70 Years of history in the province of British Columbia, Prospera is proud to be a member owned Credit Union serving communities from Vancouver to Kelowna. By purchasing membership shares, residents of British Columbia can join Prospera Credit Union, which allows them to access financial services from Prospera and vote on how the Credit Union is governed.

Collectively, Prospera’s members elect a Board of Directors to actively participate in setting policies and making decisions on behalf of all members for the purpose of using their shared power to obtain high quality financial services. Directors also provide governance and direction by helping to determine the Credit Union’s operating philosophy and values associated with Prospera’s notable support for local community groups and charities. As a full service financial co-operative dedicated to building member relationships and giving back to the community, Prospera exemplifies what can be accomplished through collective democratic ownership. One of the largest Credit Unions in British Columbia, Prospera’s commitment to the communities we serve and to our members, demonstrates the best of what socially-directed business can be in our society.

Co-operative Principles

Co-operatives around the world generally operate according to the same core principles and values, adopted by the International Co-operative Alliance in 1995. Co-operatives trace the roots of these principles to the first modern co-operative founded in Rochdale, England in 1844.

1. Voluntary and Open Membership Co-operatives are voluntary organizations, open to all people able to use its services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.

2. Democratic Member Control Co-operatives are democratic organizations controlled by their members—those who buy the goods or use the services of the co-operative—who actively participate in setting policies and making decisions.

3. Members’ Economic Participation Members contribute equally to, and democratically control, the capital of the co-operative. This benefits members in proportion to the business they conduct with the co-operative rather than on the capital invested.

4. Autonomy and Independence Co-operatives are autonomous, self-help organizations controlled by their members. If the co-op enters into agreements with other organizations or raises capital from external sources, it is done so based on terms that ensure democratic control by the members and maintains the co-operative’s autonomy.

5. Education, Training and Information Co-operatives provide education and training for members, elected representatives, managers and employees so they can contribute effectively to the development of their co-operative. Members also inform the general public about the nature and benefits of co-operatives.

6. Cooperation among Co-operatives Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures.

7. Concern for Community While focusing on member needs, co-operatives work for the sustainable development of communities through policies and programs accepted by the members.

Prospera Credit Union - A Co-operative

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Prospera Credit Union is governed by a nine-person Board of Directors representing more than 60,000 members. One third of the Board is elected every spring and the Board is mandated to provide for its own succession.

The Nominations & Elections Committee is looking for the following criteria in Board candidates:

• The highest standards of ethical behaviour and integrity

• Alignment with the co-operative principles and Prospera’s Values

• Exceptional leadership, judgment, and decision-making skills and experience

• Excellent interpersonal and communication skills, particularly in a team environment

• The ability to understand and analyze financial statements and management reports

• Previous Board of Director experience (ie: volunteer, business or government)

In addition, this year the Committee is specifically seeking candidates with experience in either of the following areas:

• Information Technology Innovation and Project Management

• Marketing and Communications

Directors represent and are accountable to the membership and, as such, are responsible for the stewardship and oversight of the management of the Credit Union which includes reviewing operating results and ensuring that financial objectives and service levels are met. The Directors approve and monitor the execution of policies and, working together with Management, assist in establishing the Credit Union’s strategic direction.

Our Directors help to promote Prospera’s image by participating in and supporting worthwhile social and economic endeavours. Directors are involved in the evaluation process for the Educational Awards Program where we are pleased to help further educational pursuits by providing more than $20,000 in scholarships and bursaries. Additionally, Directors are welcome to participate in various Credit Union sponsored events, such as the Annual Prospera Golf Classic, the Prospera Valley GranFondo, Credit Union Day and branch or corporate events.

The expectations of a Board member have changed significantly over the years due to a fast-paced and competitive marketplace. The Nominations & Elections Committee would like to ensure that prior to committing to serve, nominees are fully informed regarding their responsibilities and liabilities as a Director. Therefore, all candidates, including incumbents, are expected to meet with the Committee for a brief interview.

Overview

Mission, Vision And ValuesWhen we asked ourselves “Why are we here?”, “What is our significant purpose?”, and “What inspires our people?”, our Mission Statement became very clear… “We make a meaningful difference in the financial well-being of our members.”

Our Vision defines what we aspire to become, achieve and create. We picture a Prospera where:

• Our members cherish the financial and emotional connections forged with us.

• Our employees thrive in our high performance culture and cannot imagine working anywhere else.

• Our financial strength positions us for long term success.

• Our communities recognize us as a good corporate citizen.

Accountability – Take ownership of what we do.

Focus – Set goals and have the tenacity to stay the course.

Teamwork – Strength through collaboration and support.

Integrity – Take pride in doing what is right.

Passion – Committed in heart and mind.

Member First – Remembering the member, always.

Community – Engage and contribute to our communities.

We are very proud of our Values; they’re what we stand for:

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Position ExpectationsDirectors are typically expected to:

1. Attend quarterly Board meetings (March, June, September, December) which take place on the last Wednesday of the month and are often supplemented with Board training sessions (typically a full day session).

2. Attend approximately ten committee meetings per year, held during normal business hours (up to four hours each).

3. Attend two three-day Strategic Planning Sessions annually.

4. Attend the Annual General Meeting of the membership, typically held in April.

5. Attend various other conferences for educational and/or networking purposes.

6. Commit to spending an average of 30 hours per month (not including travel) in preparation for, and attendance at Board and Committee meetings.

New Directors are expected to:

1. Attend a one day Directors’ Orientation session at the Corporate Office.

2. As required by BC Credit Union legislation, commit to completing the first part of the Credit Union Director Achievement (CUDA) program within 12 months of being elected. This program is comprised of seven online tutorials and a one-day workshop typically held in Vancouver.

Important Dates• January 15, 2016 To be considered for recommendation, candidates must contact the Committee Chair,

Eric Nadin at enadin@prospera.ca by this date.

• January 29, 2016 Close of Nominations

• February 9, 2016 Candidates and incumbents are expected to meet with the Nominations & Elections Committee for a brief interview.

• March 9-17, 2016 Director Elections Voting

• March 21, 2016 Election Results Announced

• March 30, 2016 Elected candidates will be invited to attend the Board of Directors meeting as a guest.

• April 14, 2016 Annual General Meeting

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1. Candidates may campaign in the Election by speaking in person, by telephone or by ‘personal’ mail including email and social media to individual members with whom they have a direct personal relationship. ‘Personal’ mail does not include bulk mailing or facsimile lists or contact information obtained from or created by any other person other than the candidate.

2. The Credit Union, at its expense, will post in each branch and make available to each member a facsimile of the Candidate’s photograph and Statement.

3. Each candidate shall be entitled, in person, to appear on and participate in any forum or media opportunity only as provided or arranged by the Nominations & Elections Committee (the Committee).

4. All candidates are required to submit a short (approximately 250 words) biographical ‘Candidate Statement’ written in the first person speaking to their Board related experience, qualifications, strengths etc.

5. Candidates are encouraged to submit a short video (up to 3 minutes) of themselves to elaborate on how he or she would contribute as a member of the Board.

6. The Committee may reject any Candidate Statement or video that in their opinion is lacking in good taste, irrelevant, defamatory, injurious to the reputation of the Credit Union, and or exceeds the suggested length or time.

7. No candidate shall campaign in or permit any person on his or her behalf to campaign at any time on the premises of the Credit Union or in any manner which may impede, restrict or interfere with persons entering or leaving the premises of the Credit Union.

8. No candidate shall distribute, post or display or permit any person on his or her behalf to distribute, post or display at any Credit Union premises any literature, campaign statement or poster pertaining to the candidate or the election except as outlined by #2 of these Guidelines.

9. No candidate shall interfere with or seek assistance from or permit any person on his or her behalf to interfere with or seek assistance from any employee of the Credit Union or any person appointed as a returning officer in connection with the election or election process.

10. No candidate shall (or permit anyone to do so on their behalf), place any advertisements or other statements regarding their candidacy in the Director Election in any newspaper, website, or other publication or media.

11. Any candidate who, in the opinion of the Committee, campaigns or permits any person to campaign on their behalf in any manner which is contrary to the Credit Union Rules or these Guidelines may be disqualified as a candidate.

Election Campaign Guidelines

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The Board of Directors is responsible for the stewardship and oversight of management and the operations of Prospera. Although Directors may bring special expertise and points of view, they are not chosen to represent a particular constituency.

Board Composition & Structure

The size and composition of the Board is subject to the limits set out in Prospera’s Rules. The Board is currently comprised of nine shareholding members elected by the membership, each for three-year terms.

The Board meets at least eight times annually with sufficient opportunity for Directors to meet ‘in camera’.

The Board must provide for its own succession, training and development, including access to effective orientation programs and ongoing training and development initiatives.

At least annually, the Board must assess its own performance and conduct an independent evaluation to ensure that it is functioning at an optimal level.

Oversight Responsibilities

1. Appointing the Chief Executive Officer (CEO), establishing the mandate, monitoring the CEO’s performance and approving the CEO’s compensation;

2. Approving the organizational structure;

3. Reviewing proposed appointments or changes to employment contracts of the CEO’s direct reports prior to finalization;

4. Reviewing and approving, at least annually, Human Resources and compensation policies and practices, including those pertaining to succession planning;

5. Reviewing and approving business objectives, strategies and plans, and regularly monitoring their execution;

6. Reviewing and approving financial statements and related disclosures;

7. Annually reviewing and approving, significant risk management policies and practices, and obtaining assurances that they are adhered to and effective;

8. Regularly reviewing and approving the liquidity, funding and capital management policies and plans and obtaining assurances that these approved policies and plans are adhered to and effective;

9. Participating in the formulation and adoption of Prospera’s mission, vision and values;

10. Reviewing and approving Prospera’s communication and disclosure policies;

11. Ensuring compliance with applicable laws, regulations and guidelines;

12. Reviewing and approving the Dividend Resolutions on the various classes of shares, on a quarterly basis, or as required;

13. Reviewing and approving policies and practices for dealing with conflicts of interest; and

14. Establishing standards of ethical business conduct for Prospera and obtaining assurances that they are being adhered to.

Board Of Directors – Terms Of Reference

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Individual Directors – Terms Of ReferenceDirectors have a fiduciary responsibility and must act in the best interest of Prospera. In addition to the standard of care, Directors are required to abide by rules of fiduciary conduct.

These rules include:

1. Acting in the best interest of Prospera;

2. Acting with good faith, honesty and due diligence;

3. Acting with loyalty and confidentiality; and

4. Recognizing, avoiding and disclosing conflict of interest or perceived conflict of interest.

In carrying out their duties, Directors are expected to:

1. Be clear about the Board’s role in providing strategic direction and business planning;

2. Understand and function with a broad view and not as a representative of a segment of the community;

3. Express commitment to the organization and willingness to take on appropriate roles;

4. Attend all regularly scheduled Board and Committee meetings; (Directors who do not attend Board meetings will be deemed to have consented to the resolutions/motions passed);

5. Prepare adequately for each Board and Committee meeting; this includes reading the material, analyzing the information, and if necessary, doing independent research to better understand the material;

6. Make reasonable enquiries about information provided to them by management to ensure that the information provided is correct;

7. Participate fully and frankly in Board deliberations and discussions and contribute meaningfully and knowledgeably to Board discussions;

8. Stay informed of the business and regulatory environment in which Prospera operates;

9. Directors are to be aware of official materials issued to the members including press releases;

10. Demonstrate a comprehensive understanding of Prospera’s strategic direction and annual plans, including an understanding of Prospera’s principal risks;

11. Understand the difference between governing and managing Prospera, and not encroach on management’s area of responsibility;

12. Comply with the Conflict of Interest policy set out by Prospera;

13. Take time to educate themselves on governance duties and board issues within the financial sector;

14. Endeavor to attend community events representing Prospera;

15. Participate in Board activities such as orientation, evaluation, strategic direction and business planning; and

16. Make an effort to utilize Prospera’s products and services.

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Conflict Of Interest And Disclosure Policy The transactions in which Prospera Credit Union (Prospera) engages are diverse, multi-faceted, and increasingly complex. It is not possible to state a set of rules that would codify proper behaviour in every situation. It is imperative that a high standard of ethical, moral and legal conduct be evidenced in all business practices. To provide assistance and direction, guidelines have been developed which, when looked at in total, define the philosophy and code of conduct Prospera must consistently maintain and which is relevant to all situations.

Conflict of Interest

It is the duty of each Director to determine whether or not a conflict of interest or potential conflict of interest exists. A Director will not be excused from compliance with this Policy or any other rule of law relating to conflicts of interest on the basis that the Director did not realize that a conflict of interest existed or might arise.

The duties and responsibilities contained herein are in addition to any other duties or responsibilities imposed by law upon a Director of the Credit Union and this Policy in no way relieves any Director from complying with any laws, statutes, regulations, by-laws, rules or other specific instructions of Prospera.

1. Each Director is required to use the utmost care and discretion in the handling of confidential privileged information, or such other information not normally available to the public. Such information shall not be used for personal benefit or the benefit of family, friends or associates of the Director.

2. Each Director who participates in any transaction as an individual or as a member of another organization which is of the kind of transaction in which Prospera engages shall promptly disclose such participation to the Conduct Review & Governance Committee.

3. Each Director or their spouse who has any material direct or indirect ownership, interest or profit participation in any business enterprise which has or may have dealings with Prospera shall disclose such interest in writing to the Conduct Review & Governance Committee.

4. No Director shall accept any gift or hospitality of material value offered or tendered by virtue of the Director’s position with Prospera. Material does not have a legal definition in this case, however, for this purpose, should be defined as “sufficient to influence or be perceived to influence a decision or sway an individual’s better judgment.”

5. Each Director, at the direction of the Conduct Review & Governance Committee, shall periodically complete and execute a “Conflict of Interest/Related Party Transaction” statement to be returned to the Corporate Secretary and held confidential by Prospera.

6. Each Director is expected to avoid any conflict of interest or perceived conflict of interest that might impair or impugn their independence or integrity.

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Conflict Of Interest And Disclosure Policy Disclosure

Where each Director complies in all other respects with this Policy regarding conflict of interest, such Director shall be excused from the requirement to make disclosure with respect to the following:

1. Purchase from and disposal (to other than Prospera) of real and personal property held for the benefit and enjoyment of the Director and his or her family, including personal residences and vacation homes, automobiles and other personal effects and any security taken or held in connection with such disposal.

2. Investments in:

a. Savings and deposits with recognized financial institutions.

b. Recognized savings plans administered by a trustee, other than the Director, including registered retirement savings plans, registered retirement income funds, registered educational savings plans and similar plans recognized for investment planning.

c. The bonds, debentures and other evidences of indebtedness of the Government of Canada, any Province, Municipality or public body or any religious or charitable organization of which the Director is a bona fide member.

d. The shares and debt obligations of chartered banks and other recognized financial institutions.

e. Corporations which do not have, or to the knowledge of the Director do not contemplate having, business dealings with Prospera.

3. Borrowings from a recognized lending institution for the personal or business needs of the Director or a member of his or her family, provided that where the borrowing from Prospera is not secured by a mortgage on real estate made in accordance with regular lending policies of Prospera, this excusal shall not apply.

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This Directors’ Code of Conduct and Ethics Policy (the “Code”) establishes the standards that govern the manner in which Directors conduct themselves. Directors must behave in a manner that demonstrates a commitment to the highest standards of personal integrity, and assess each decision and action taken on behalf of Prospera in light of whether it is right and fair.

All Directors are required to review and attest to compliance with this Code on an annual basis.

As a Director of Prospera, I will:

1. act honestly, in good faith and in the best interests of Prospera;

2. exercise the care, diligence and skill of a reasonably prudent person under comparable circumstances;

3. take into account the interests of members, depositors and those to whom the Directors owe a fiduciary duty;

4. keep informed of the policies, business and affairs of Prospera and of the statutes and rules to which Prospera is subject and by which it is governed;

5. deal with fellow Directors, officers and employees of Prospera openly, honestly and in good faith and treat all with dignity and respect, irrespective of age, race, colour, gender, sexual orientation, religion or nationality;

6. make available to, and share with, fellow Directors and officers of Prospera all information as may be relevant and properly disclosed to ensure the proper conduct and sound operation of the business and affairs of Prospera;

7. treat in confidence all matters and information involving Prospera, its Board of Directors, its committees, its employees and its members, and not disclose the same where it is not in the public record or domain unless required by law or sanctioned by the Board of Directors to do so;

8. not make use of confidential information in order, directly or indirectly, to obtain a benefit or advantage for myself or anyone else, other than Prospera or a subsidiary thereof;

9. ensure that the policies of Prospera adopted by the Board of Directors are accurately and clearly communicated to the employees of Prospera, as necessary, to ensure that the actions and conduct of the business and affairs of Prospera are conducted and carried out in accordance with those policies;

10. comply with the Conflict of Interest Policy for Directors and with any other rule of law respecting the duties and responsibilities of Directors, generally;

11. request such information through the Board of Directors from officers and employees of Prospera as may be necessary to permit the full discharge of the duties of a Director and ensure that accurate records, minutes and memoranda are maintained with respect to the conduct and discharge of the business of Prospera.

12. not accept any gift or hospitality of material value offered or tendered by virtue of my position with Prospera. Material does not have a legal definition in this case, however, for this purpose, should be defined as “sufficient to influence or be perceived to influence a decision or sway an individual’s better judgment”.

Code Of Conduct And Ethics Policy

Questions?

For information about the Credit Union, including past Annual Reports, please visit our website: prospera.ca.

If you require additional information about the election process, please contact Debbie Young, Manager, Corporate Relations, at 604.864.6653 or dyoung@prospera.ca.

Nominations & Elections CommitteeEric Nadin, Committee Chair Sylvia PrangerKarl Noordam Debbie Young, Manager, Corporate Relations