A summary of the Corporation’s governance practices in relation to the guidelines for effective corporate governance established pursuant to National Instrument 58-101 —Disclosure of Corporate Governance Practices (‘‘NI 58-101’’) and National Policy 58-201 —Corporate Governance Guidelines (‘‘NP 58-201’’) is set out below.
Board of Directors
The Board of Directors has determined that 3 out of 5 of the directors are independent for the purpose of NI 58-101. The independent directors are Ian Stalker, Sam Middlemas & Jan Castro. Iain Macpherson & John Sanders are not independent as they are executive officers of the corporation.Sam Middlemas serves as chairman of the Board. As chairman, Mr. Middlemas is responsible for the integrity of the Board process and the functioning of the Board. Internally, the chairman is responsible for, amongst other things, (i) setting short and long-term achievement targets for the Board, (ii) providing guidance to other Board members about what is expected of them, (iii) ensuring that the Board behaves in accordance with its rules and code of conduct, (iv) setting the Board agenda, (v) assuring that the decisions of the Board are accurately reflected in Board resolutions and properly implemented, and (vi) ensuring that all Board members have an equal opportunity to provide input at meetings. Externally, the chairman seeks to (i) strengthen the composition of the Board on an ongoing basis, focusing on membership of the Board, performance (both individually, and as a group) and the term of each Board member’s appointment, and (ii) ensuring that all Board members actively build and maintain the Corporation’s image and reputation.
The independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. To facilitate open and candid discussion among its independent directors, the independent directors are encouraged to ask questions and to request non-independent directors and members of management to excuse themselves during discussions on related matters. Any items of discussion which could involve a potential conflict of interest among one or more directors will be voted on by those directors who do not have a conflict in connection with the relevant matter.
Board Mandate
The Board is the governing body of the Corporation and is responsible for ensuring that the Corporation acts in accordance with prudent commercial principles and satisfies the interests of shareholders in a manner consistent with maximizing the Corporation’s long-term value. The Board’s mandate is detailed in the Board Charter, attached as Appendix B to this prospectus. The Board Charter states that the Board’s primary duties include, among other things, (i) adopting a strategic plan for the Corporation, (ii) reviewing performance indicators with management, (iii) adopting and monitoring policies to ensure that the Corporation complies with all laws and follows high standards of ethical behaviour, (iv) adopting an annual budget, (v) adopting and monitoring adequate reporting systems and internal controls, and (vi) reviewing its own processes and effectiveness. The Board discharges its responsibilities both directly and through its Audit Committee and Nomination and Remuneration Committee.Position Descriptions
Chairman of the Board
The Chairman of the Board is Sam Middlemas. The Board has developed and adopted a written position description for the Chairman of the Board that is contained in the Board Charter, and summarized above under ‘‘Corporate Governance — Board of Directors’’.Chief Executive Officer
While the Corporation does not have a written position description for the Chief Executive Officer, the Board is responsible for delineating the Chief Executive Officer’s roles and responsibilities and has done so through an annexure to his employment agreement.Orientation and Continuing Education
New directors will participate in an orientation programme regarding the role of the Board, its committees and its directors, and the nature and operations of the Corporation’s business. Members of the Board are encouraged to communicate with management of the Corporation, external legal counsel and auditors, and other external consultants to educate themselves about the Corporation’s business, the industry, and applicable legal and regulatory developments. Members of the Board are encouraged to take continuing education programs at the Corporation’s expense in order to keep themselves informed about current trends in corporate governance and to assist them in fulfilling their duty of stewardship of the CorporationNomination and Remuneration Committee
The Board has established a Nomination and Remuneration Committee comprised of 3 directors, Messrs. Macpherson, Stalker and Middlemas, two of whom are independent for the purpose of NI 58-101. The role of the Nomination and Remuneration Committee is to, amongst other things, (i) review and recommend to the Board remuneration policies and packages and terms of employment in relation to directors and officers, (ii) review and recommend proposals for share plan and incentive programs, (iii) review and recommend policies on retirement and termination payments for directors, (iv) identify and recommend to the Board candidates for the Board, (v) approve and review induction procedures for new Board appointees, (vi) nominate to the Board candidates for election or re-election at each annual shareholders’ meeting, (vii) review directorships in other public companies held by directors and officers of the Corporation and (viii) review succession plans for the Board.The Nomination and Remuneration Committee identifies and recommends new candidates for nomination to the Board after considering (i) the mix of skills and experience necessary for the Board as a whole to possess, (ii) the mix of skills and experience necessary for each individual director to possess, and (iii) the mix of skills and experience which each new nominee to the Board is expected to bring, and whether such skills and experience will likely contribute to the strategic direction of the Corporation.
