Charter Of The Board Of Directors
The Board is responsible for the stewardship of the Company and for the oversight of its management and affairs.
Directors shall exercise their best business judgment in a manner consistent with their fiduciary duties. The Board's primary responsibilities, which are discharged directly and through delegation to its Committees, include the following:
- to act honestly and in good faith with a view to the best interests of the Company.
- to exercise due care, diligence and skill that reasonably prudent persons would exercise in comparable circumstances.
- consistent with its responsibilities to the Company, to further the interests of the shareholders.
- to consider business opportunities and risks, and to adopt strategic plans from time to time.
- to identify the principal risks of the Company's business, and to implement appropriate system to manage these risks.
- to develop an investor relations and shareholder communications policy for the Company.
- to oversee management's adoption of effective internal control and management information systems.
- to review and approve annual and quarterly financial statements and the publication thereof by management.
- to approve operating plans and any capital budget plans.
- to select and approve all key executive appointments, and to monitor executive development.
- to develop the Company's approach to corporate governance, including establishing a set of corporate governance principles and guidelines that are specifically applicable to the Company.
- to adopt a code of conduct to govern employees and management in their activities for and on behalf of the Company.
- to promote a culture of integrity throughout the Company consistent with the adopted code of conduct.
- to take action on issues that by law or practice require the independent action of a Board or one of its Committees.
- to oversee management in its implementation of effective programs to provide a safe work environment, to employ sound environmental practices, and to operate in accordance with applicable laws, regulations and permits.
- to oversee management in its implementation of an effective communications policy with regard to investors, employees, the communities in which it operates and the governments of those communities.
Corporate Governance Committee Charter
The Corporate Governance Committee of the Board of Directors consists of at least three independent directors. The Committee meets at least annually, or more frequently as required.
The Committee's mandate is to assist the Board in establishing and maintaining a sound system of corporate governance through a process of continuing assessment and enhancement.
The Committee's duties and responsibilities are:
- to advise the Chairman of the Board and the Board of directors on matters of corporate governance, including adherence to any governance guidelines or rules established by applicable regulatory authorities.
- to advise the Board on issues of conflict of interest for individual directors.
- to examine the effectiveness of the Company's corporate governance practices at least annually and to propose such procedures and policies as the Committee believes are appropriate to ensure that the Board functions independently of management, management is accountable to the Board and procedures are in place to monitor the effectiveness of performance of the Board, committees of the Board and individual directors.
- to develop and conduct an annual Board self-evaluation process.
- to develop and review with the Board annual Board goals or improvement priorities.
- to identify and to recommend to the Board suitable candidates for nomination as new directors, and to review the credentials of directors standing for re-election.
- with assistance of management, to organize and provide an orientation program for new directors where appropriate.
- to periodically review the mandates of the Board and committees of the Board and determine what additional committees of the Board, if any, are required or appropriate.
- to develop such codes of conduct and other policies as are appropriate to deal with the confidentiality of the Company's information, insider trading and the Company's timely disclosure and other public Company obligations.
- to take such other steps as the Committee decides are appropriate, in consultation with the Board, to ensure that proper corporate governance practices are in place for the Company, with reference to the TSX guidelines or recommendations and other regulatory requirements on corporate governance.
- to review its charter and assess annually the adequacy of this mandate, the effectiveness of its performance and, when necessary, to recommend changes to the Board of Directors for its approval.
A complete copy of the company's corporate governance charter is available upon request.