Corporate Governance Practices

(As at June 1, 2021)

The Board believes that good corporate governance practices are essential to the effective management of the Corporation. Indigo is committed to high standards of governance, with a strong culture of integrity and ethical behavior and ensures that its corporate governance practices are in compliance with the requirements of the corporate governance guidelines issued by the Canadian Securities Administrators and the TSX.

Governance Highlights

  • Controlled Corporation
  • Board Members: 10
  • Independent Board Members: 7
  • Female Board Members: 4
  • Visible Minority Board Members: 1
  • Independent Lead Director:  Yes
  • Committee Memberships:  100% independent directors
  • Board and Committee Charters
  • Position Descriptions for Chair/CEO and Committee Chairs
  • Individual Director Elections
  • Majority Voting Policy
  • Board Diversity Policy
  • Board Orientation and Education
  • Code of Conduct
  • Disclosure Policy
  • Board Competency Matrix
  • Annual Board Evaluation
  • Board and Committee ability to retain independent external advisors

Board Members:Heather Reisman (Chair)Robert Haft
Frank CleggAndrea Johnson
Jonathan DeitcherAnne Marie O’Donovan
Mitchell GoldharChika Stacy Oriuwa
Howard GrosfieldGerald Schwartz

Board Membership:

Majority of members are independent directors
Number of Meetings:
Five meetings in fiscal 2021
In Camera meetings following each Board meeting, as required

Board Responsibilities

The Board is responsible for the supervision of the management of the business and affairs of the Corporation, with oversight being performed either directly or indirectly through Board committees. To assist in discharging its duties, the Board has established two committees of the Board, namely the Audit Committee, and the Human Resources, Compensation and Governance Committee.

Strategy

The Board is responsible for the approval of the Corporation’s overall direction. Pursuant to its mandate, the Board assesses and approves all major strategic decisions, including any shift in strategic direction, as well as acquisitions and divestitures of a material nature. The Board participates fully in assessing and approving strategic plans and prospective decisions proposed by management. Quarterly financial reports provided by management allow the Board to monitor and assess corporate performance against Board approved strategic plans.

Risk Management

To ensure that the principal business risks borne by Indigo are appropriate, the Board receives periodic reports from management outlining its assessment and management of such risks. This responsibility is shared with the Audit Committee to which oversight of the Corporation’s enterprise risk management has been delegated by the Board. The Audit Committee reviews detailed financial information contained in management reports and hears and acts upon the recommendations of Indigo’s auditors. An overview of the Corporation’s primary risks can be found in Indigo’s Annual Information Form, available on SEDAR at www.sedar.com and the Corporation’s website at www.chapters.indigo.ca/investor-relations.

Oversight of Management

Day-to-day management of the affairs of the Corporation has been delegated to the Chief Executive Officer, working with the Board-appointed executive team. The Board reviews ongoing reports regarding the performance of the Corporation. In respect of senior management succession planning, the Human Resources, Compensation and Governance Committee is involved in considering internal and external candidates to fill senior management positions at Indigo.

Financial Reporting and Internal Controls

With the assistance of the Audit Committee, the Board oversees the Corporation’s financial reporting and disclosure obligations, as well as approving the Corporation’s disclosure documents. The Audit Committee also supports the Board in assessing the Corporation’s system of internal financial controls, satisfying itself that the controls are effective and efficient.

Communications Policy

The Board has adopted a communications/disclosure policy and directly approves significant corporate communications with shareholders.

Corporate Governance

The Board, with the assistance of the Human Resources, Compensation and Governance Committee, develops and monitors the Corporation’s approach to corporate governance, ensuring appropriate, effective processes are in place.

Integrity, Ethics and Social Responsibility

A strong culture of integrity and ethics is promoted throughout the organization, including adherence to its code of conduct.

Composition

The Board currently consists of ten members, all of whom are standing for re-election at the meeting. The Articles of Amalgamation of the Corporation allow up to 20 directors.

Indigo endeavours to have a sufficient number of directors with the appropriate balance of skills, experience, expertise, industry knowledge and diversity to effectively carry out the Mandate. The Human Resources, Compensation and Governance Committee regularly assesses whether the Board possesses the appropriate mix of competencies and qualifications to function effectively with its current and future strategic objectives. Directors make recommendations of new individuals to serve on the Board for consideration by the Human Resources, Compensation and Governance Committee as they become aware of suitable, available candidates. The Human Resources, Compensation and Governance Committee (in conjunction with the Chair) considers those candidates who are highly qualified based on their professional experience, functional expertise, personal skills and qualities.

Director Tenure

The Human Resources, Compensation and Governance Committee regularly assesses the composition of the Board, including director tenure. This evaluation enables the Committee to solicit feedback regarding the effectiveness of the Board, whether Board members have the appropriate skills and expertise required, and whether mandatory term limits or retirement age for directors should be adopted. In fiscal 2021, one new director was added to the Board. The Board appreciates the balance between the skills and perspectives of more recently acquired directors with the experience and knowledge of longer-serving directors. Currently, the tenure of four directors is five years or less; and the tenure of six directors is over ten years. The average tenure is 11 years.

The Board has not adopted term limits for its directors as it feels that setting a term limit or mandatory retirement age may force certain directors possessing the necessary experience, expertise and industry knowledge to not stand for re-election, depriving the Board of such acquired wisdom and skills.

Board Diversity

Indigo values the benefits that diversity can bring in different perspectives and experience, supporting balanced discussion and strengthening decision making. The Corporation seeks to maintain a Board comprised of competent and dedicated directors with a diverse mix of expertise, experience, skills and backgrounds.

Indigo has adopted a written board diversity policy, as the Board continues to demonstrate its commitment to identify and nominate strong female candidates for leadership and Board membership, with an effective balance of both male and female representation, as well as the inclusion of visible minorities. The Human Resources, Compensation and Governance Committee reviews and assesses Board composition and oversees the review of Board effectiveness. Board candidates are considered based on merit, in the context of skills, qualifications, experience and knowledge required for an effective board, with due regard to the benefits of diversity, including gender and racial diversity. The Board recognizes the benefits of diversity among its members, including diversity of experience, viewpoints, gender, race, ethnicity, etc. Evaluation of the Board’s diversity, including the number of female directors, is considered as a part of the Board assessment questionnaire completed annually by members of the Board. The board diversity policy is also reviewed and assessed on an annual basis. A specific target or quota of women on the Board has not been adopted at this time, given the level of female representation on the Board. Currently, four of ten Indigo directors (or 40%) are women, including the Chair of the Board. In fiscal 2021, Indigo’s board diversity focus expanded beyond gender diversity to include visible minorities. As mentioned earlier, Dr. Oriuwa, who was appointed to the Board in November 2020, is actively involved in promoting diversity and inclusion issues. The Board intends to continue to make diversity a meaningful consideration in director identification and selection.

Women in Executive Officer Positions

The Corporation has not adopted a specific target or quota of women in executive officer positions, given the level of female representation within executive officer roles. Currently, two of seven executive officers (or 29%) are women. Indigo believes that hiring and retaining executive officers should be primarily based on individual merits, with consideration given to gender diversity. The Corporation is committed to promoting women to executive positions and ensuring that women candidates are fairly considered for such positions. Management feels that gender diversity has always been a significant part of the corporate culture at Indigo, which is one of the few Canadian public companies with a female Chair of the Board and Chief Executive Officer.

Board Directorships

A number of Indigo’s directors sit on the boards of other reporting issuers. For each such director, the following table lists the name of the reporting issuer on whose board of directors the director currently serves.

Director

Reporting Issuer

Mitchell Goldhar

SmartCentres Real Estate Investment Trust (since 2005)
Onex Corporation (since 2017)

Heather Reisman

Onex Corporation (since 2003)

Gerald Schwartz

Onex Corporation (since 1987)
The Bank of Nova Scotia (Honorary Director) (since 2007)

Board Independence

As stipulated in its Mandate, the Board is comprised of a majority of “independent directors” as defined by National Instrument 52-110 – Audit Committees (“NI 52-110”).

Currently, the Corporation’s independent directors are:

Frank Clegg Robert Haft (Lead Director)
Jonathan Deitcher Anne Marie O’Donovan
Mitchell Goldhar Chika Stacy Oriuwa
Howard Grosfield

The Board believes that these seven independent directors as members of the Board, including an independent lead director, fairly reflects the investment in Indigo by minority shareholders.

Three members of the Board are non-independent within the meaning of the NI 52-110, namely Ms. Reisman being a member of management, Mr. Schwartz being Ms. Reisman’s spouse and Ms. Johnson being Ms. Reisman’s daughter.

Indigo is controlled by Mr. Schwartz, who indirectly holds approximately 56.8% of the Corporation’s outstanding Shares and is a “significant security holder” within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

Ms. Reisman is Chair of the Board and Chief Executive Officer of Indigo. In the view of the Board, the fact that Ms. Reisman occupies both offices does not impair the ability of the Board to act independently of management. The Board has reached this conclusion for the following reasons:

  • seven of the Corporation’s ten directors are independent;
  • the Audit Committee is comprised solely of independent directors and meets on a regular basis;
  • the Human Resources, Compensation and Governance Committee is comprised solely of independent directors;
  • the Board has appointed Mr. Robert Haft, an independent director, as Indigo’s lead director (“Lead Director”), responsible for ensuring that the Board functions independently of management; and
  • each Board Committee has the authority to engage, or to request that management engage, outside advisors at the Corporation’s expense; the Board would also consider any such request by an individual member of the Board on its merits at the time it was made.

The Board has also adopted the following governance practices:

  • at each regular meeting, the Board shall routinely meet with Ms. Reisman and the Corporation’s Chief Financial Officer without the presence of other members of management to consider any matter not easily or appropriately discussed in the larger forum. The topics discussed may include the effectiveness of the Board meeting, the performance of any individual member of management or the Board, the performance of the Board itself, or any matter of concern to any director;
  • the Board, at each meeting other than unscheduled meetings called for the sole purpose of approving specific transactions, shall have an opportunity to call for a session in the absence of Ms. Reisman, or any other member of management; and
  • any member of the Board may provide the Lead Director with agenda items for discussion at any meeting and the Lead Director has the right to place such items on the Board’s agenda in his discretion.

Meetings of exclusively independent directors may be held if such a meeting is deemed necessary to allow for open and candid discussion among the independent directors. It is the general practice for the full Board to meet without management, but with the Chief Executive Officer present, following all regularly scheduled in-person and virtually held Board meetings. Five Board meetings were held in fiscal 2021.

All Committees of the Board are comprised solely of independent directors. In fiscal 2021, there were a total of nine meetings of independent directors meeting in their capacity as Audit and Human Resources, Compensation and Governance Committee members. The Committee members meet in camera, without the presence of management, when necessary, at the conclusion of the Committee meeting. The Board feels that such regularly scheduled Committee meetings allow for candid discussion among independent directors.

In addition to a formal position description for the office of the Chair and Chief Executive Officer, the Board has also approved formal corporate objectives which the Chief Executive Officer is responsible for achieving. The Board, the Human Resources, Compensation and Governance Committee and the Chief Executive Officer engage in regular ongoing dialogue regarding the performance of the senior management team in achieving Indigo’s strategic objectives as recommended by management and approved by the Board.

Key Position Descriptions

The Board has adopted several formal position descriptions for key positions on the Board, including the Chief Executive Officer and Chair of the Board, as well as the Lead Director. These position descriptions are available on the Corporation’s website at www.chapters.indigo.ca/investor-relations.

Board Assessment

Each year, the members of the Board are required to complete a confidential Board assessment questionnaire regarding the performance and effectiveness of the Board, its Committees and its members. The assessment is performed under the mandate of the Human Resources, Compensation and Governance Committee. This process provides the directors with the opportunity to evaluate and provide feedback on Board and Committee effectiveness, focus, composition, corporate governance structure and processes, Board culture and on-going director education. Board members are also given the opportunity to assess the quality of the information provided to the Board by management. Responses to the questionnaire are compiled and presented to the Human Resources, Compensation and Governance Committee, as well as summarized for the entire Board.

Board Committees

The Board has two standing Committees, namely the Audit Committee, and the Human Resources, Compensation and Governance Committee. Each committee has a formal mandate outlining its responsibilities and its obligations to report its recommendations and decisions to the Board, as well as a written position description for committee chairs. Committee charters and position descriptions are reviewed annually by the Human Resources, Compensation and Governance Committee to assess continued relevance, current best practices and regulatory changes.

Audit Committee

Committee Members:

Anne Marie O’Donovan (Chair)
Frank Clegg
Jonathan Deitcher

Committee Membership:

All members are independent directors
All members are financially literate within the meaning set out in NI 52-110

Number of Meetings:

Four meetings held in fiscal 2021
In Camera meetings with External Auditors, Internal Auditors and Management following each Committee meeting

Highlights for Fiscal 2021:

COVID-19 Impact on Business
Review of $25 Million Revolving Credit Facility (related party transaction)
Oversight of Cybersecurity and Information Technology Risk

The Audit Committee is responsible for the oversight of Indigo’s internal accounting and control systems. It reviews the financial statements, annual and special meeting materials and other public disclosure documents of Indigo and makes recommendations to the Board before such statements, materials and documents are approved by the Board. The Audit Committee oversees the work of the external auditor, annually approving the audit plan and monitoring their independence, as well as recommending the auditor for annual appointment. The Audit Committee communicates directly with Indigo’s auditors in order to discuss audit and related matters whenever appropriate. In addition to the work of the external auditor, the Audit Committee also reviews the internal audit plan and quarterly reports prepared by the internal auditor. The Audit Committee is responsible for oversight of the enterprise risk management of the Corporation, including IT risk. The Audit Committee is also responsible for reviewing material related party transactions. The Audit Committee’s Charter is available on the Corporation’s website at www.chapters.indigo.ca/investor-relations/.

Human Resources, Compensation and Governance Committee

Committee Members:

Robert Haft (Chair)
Howard Grosfield
Chika Stacy Oriuwa

Committee Membership:

All members are independent directors

Number of Meetings:

Four meetings held in fiscal 2021
In Camera meetings following each Committee meeting, as required

Highlights for Fiscal 2021:

COVID-19 Impact on Workforce
Diversity and Inclusion Program
Recommendation of amended Stock Option Plan
Recommendation of appointments of new Director and new President
Board Assessment

(i) Human Resources and Compensation responsibilities

The Human Resources, Compensation and Governance Committee has been entrusted by the Board with the responsibility of reviewing and making recommendations to the Board regarding executive compensation programs and their elements, and to assist the Board in executing its responsibilities in regard to executive management’s compensation. Specifically, the Human Resources, Compensation and Governance Committee’s charter provides that the Committee shall, among other things: recommend appointment of officers, Chief Executive Officer compensation, executive compensation programs, incentive plan and equity-based compensation plan design, as well as approve executive management compensation guidelines. The Board has delegated to the Human Resources, Compensation and Governance Committee the oversight of executive talent succession and approval of executive compensation as outlined in the Committee’s charter, taking into consideration the level of responsibility and contribution of the executive. The approval of all payouts under bonus incentive plans and all stock option grants has been delegated to the Human Resources, Compensation and Governance Committee. The Committee is also responsible for reviewing executive compensation disclosures made by the Corporation.

In addition to compensation oversight responsibilities, the Human Resources, Compensation and Governance Committee is responsible for assisting the Board in executing its obligations regarding significant human resources or organizational policies and matters generally impacting employees of the Corporation. The Committee has also been tasked with monitoring the Corporation’s compliance with legislative and regulatory requirements for occupational health and safety practices, ensuring appropriate policies and procedures are in place for the promotion of a safe and healthy work environment within its businesses. The Committee also added the oversight of the Corporation’s diversity and inclusion initiatives to its responsibilities in fiscal 2021.

(ii) Corporate Governance responsibilities

The Human Resources, Compensation and Governance Committee is responsible for assisting the Board in its oversight of Indigo’s corporate governance practices, making recommendations with respect to Board and Committee membership and reviewing corporate governance disclosures made by the Corporation. The Committee annually reviews Board committee memberships and chair appointments, recommending such appointments to the Board, with consideration for each director’s competencies and the time commitment involved. Compensation of the Board members is reviewed by the Human Resources, Compensation and Governance Committee and recommended to the Board for approval. The Committee regularly performs an assessment of the Board, its Committees and its members through the use of a confidential questionnaire completed by Board members on corporate governance matters and the effectiveness of the Board. As mentioned earlier, annual reviews of the Mandate, Committee charters and position descriptions are also performed by the Committee.

The Human Resources, Compensation and Governance Committee is responsible for establishing qualifications for new directors, and evaluating proposed directors against such criteria. Director candidates are selected and recommended by the Committee (in conjunction with the Chair) based on the candidate’s availability, expertise, experience, competencies and skills as required by the Board.

The Human Resources, Compensation and Governance Committee is also responsible for the oversight of new director orientation and continuing education for all Board members. New Board members are provided with a comprehensive corporate information package of all relevant governance material, including mandates, charters, position descriptions, bylaws, corporate policies, organizational structure and board calendars, as well as the latest public disclosure filings. New Board members also receive access to the Indigo board portal containing material from previous Board meetings. A Position Description for Board Members is among the materials provided, outlining what is expected of the new director. Continuing education for Board members is provided on an ongoing basis with substantive packages of informative material being sent to the Board in advance of Board meetings and regular business update presentations from key business units, covering risks as well as new opportunities. These educational sessions, which coincide with regular Board meetings, cover one or more aspects of the business, and typically follow an informal presentation and open discussion format. Executive management also attend these sessions and are available to answer questions and to receive Board input. Board members participate in store visits as part of ongoing director education. Responses to the Board assessment questionnaire provide feedback regarding areas of director interest/relevance for future continuing education sessions. The Human Resources, Compensation and Governance Committee’s Charter is available on the Corporation’s website at www.chapters.indigo.ca/investor-relations/.

Ethical Business Conduct

The Corporation’s code of conduct (the “Code”) reflects its high standards in ethical business conduct and is applicable to all directors, officers and employees of Indigo. The Code emphasizes the integrity, honesty and respect that is expected when dealing with co-workers, business partners, customers and others. The Corporation has also adopted a whistleblower policy pursuant to which directors, officers and employees are encouraged to report violations of the Code. The Indigo Open Door reporting line (replacing previous employee hotlines) has been implemented to enable employees to seek support and to report violations of the Code, either by telephone or online portal. No retaliation of any kind is permitted against individuals for complaints made in good faith. The Corporation provides annual training with respect to ethical and compliance issues and ensures that each director and employee annually reviews and acknowledges their understanding and acceptance of the Code. The Board has concluded that such measures are appropriate and sufficient to ensure compliance with the Code. A copy of the Code can be obtained on SEDAR at www.sedar.com and the Corporation’s website.

In addition to the Code, the Corporation has adopted a disclosure policy, a fraud policy and an insider trading policy to further emphasize ethical conduct. The disclosure policy ensures that: (i) material information about the Corporation is disclosed in a timely, consistent and appropriate manner, in accordance with applicable law; (ii) public disclosure documents and oral statements are accurate and without misrepresentation; and (iii) directors, officers and employees understand their obligations to preserve the confidentiality of undisclosed material information. The fraud policy highlights the high legal, ethical and moral standards expected of Indigo’s directors, officers, employees and agents. Fraud incidents are reported to the Audit Committee, as necessary. The insider trading policy emphasizes the prohibition of insider trading and tipping when possessing material undisclosed information about the Corporation, as well as abiding by corporate blackout periods.

Indigo also has a vendor code of conduct which is designed to ensure that its vendors, suppliers, etc. have a clear understanding of how Indigo expects to conduct its business with vendors and how Indigo expects its vendors to embrace its commitment to integrity. The Indigo Open Door reporting line is also available to third party suppliers to confidentially communicate any Code or vendor code of conduct concerns or violations with respect to Indigo employees and the vendors with whom Indigo conducts business.

Conflict of interest issues involving directors and officers are overseen by the Human Resources, Compensation and Governance Committee. The Board encourages and expects directors to disclose any perceived conflicts and to abstain from voting on any such matters.

Diversity, Equity and Inclusion

Diversity, equity and inclusion (“DE&I”) matters to Indigo, as connectedness and belonging are inherent in its corporate culture and the Corporation uses its platforms with the intention to amplify the voices of diverse communities. In addition to prioritizing diversity at the Board level, the Corporation has hired a dedicated resource to lead its DE&I agenda and develop Indigo’s strategy that will see the Corporation expand on its existing commitments. Indigo is committed to offering a workplace where every individual feels like they belong and are able to be their best selves. In fiscal 2021, the Corporation laid the groundwork for diversity awareness and allyship through foundational DE&I learning activities, town hall sessions, Executive leadership DE&I immersion and further accountability through a governance structure consisting of an employee diversity council, a dedicated DE&I lead, and an Executive sponsor. A partnership with the Canadian Centre for Diversity and Inclusion (“CCDI”) continues to support Indigo’s efforts towards greater inclusion and equity in the workplace.

Indigo continues to advance its objectives through its DE&I strategy, which is a three-year plan that will help the Corporation achieve its business and people goals. The strategy identifies priorities and actions, as well as outlines bold measures to track DE&I progress and success. Along with the support of Executive management, priorities for fiscal 2022 include an employee census and the formation of internal employee resource group networks.

In October 2021, the Corporation became the first major Canadian retailer to sign the “15 Percent Pledge”, committing to increase its representation of books written by Black, Indigenous and People of Colour (“BIPOC”) authors and BIPOC owned third-party brands for its lifestyle business to a benchmark of 15 percent. In February 2021, the Corporation signed the BlackNorth Initiative Pledge to take action to end systemic anti-Black racism. Actions and goals outlined in the Pledge being implemented or planned include engaging the Black community and delivering unconscious bias and anti-racism training.

Sustainability

Indigo is committed to move quickly and with determination toward a sustainable future. The Corporation’s goal is to have net-zero emissions by 2035. With the launch of its corporate-wide effort called “Write The Future – The Indigo Sustainability Initiative,” the Corporation will explore new business operations, and challenge suppliers and partners to join their efforts. The Corporation will focus its end-to-end sustainability on its facilities and operations, Indigo’s private branded products and influencing national brand product suppliers.

Shareholder Communications

Indigo keeps all shareholders well informed of its financial performance, primarily by means of its annual and quarterly reports. Regular investor/analyst calls are held after the release of financial results with participant information posted at www.chapters.indigo.ca/investor-relations/ prior to the call. Call transcripts are also available on the website.

Upon request, Indigo will provide you with a copy of: (i) its current Annual Information Form; (ii) the comparative financial statements for its most recently completed financial year together with the accompanying auditors’ report and related management’s discussion and analysis (“MD&A”); and (iii) its interim financial statements and related MD&A for any subsequent fiscal periods, provided that Indigo may require payment of a reasonable charge if the request is made by a person who is not an Indigo shareholder.

With the approval of the Board, management has appointed Ms. Heather Reisman, Indigo’s Chief Executive Officer, as the individual responsible for receiving shareholder inquiries and dealing with shareholder concerns. Ms. Reisman endeavours to respond promptly and appropriately to all such requests and/or inquiries. While being guided by regulatory requirements and Indigo’s policies with respect to confidentiality and disclosure, Ms. Reisman is available for interviews by stakeholders, including analysts, the media, and investors.