Governance
Governance
Board of Directors
The board of directors (the "Board") is primarily responsible for supervising the management of
the Corporation's business and affairs. Its authority is determined by the provisions of the Canada
Business Corporations Act and by the Corporation's By-laws. In addition, the Board's activities are
governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its
guidelines and policies and, not less than annually, considers how its corporate governance practices
align with guidelines established by the Canadian regulatory authorities having authority, including
the Toronto Stock Exchange.
The Board meets as required to conduct its business, which includes the approval of the quarterly and
annual audited consolidated financial statements of the Corporation.
The Board's Chairman, together with the lead director, is responsible for the management, development
and effective performance of the Board, for monitoring the Corporation's development through regular
contact with the President and CEO, and for ensuring that the Board regularly receives reports
concerning the development of the Company's business and operations, including progress in respect of
profits, liquidity and significant contractual matters.
Chairman and Lead Director Position Description
The Chairman of the Board (the "Chairman") is responsible for the management, the development and the effective performance of the Board of Directors and for providing leadership to the Board for all aspects of its work. The Chairman acts in an advisory capacity to the Chief Executive Officer (hereinafter also referred to as the "CEO") and to other officers on all matters concerning the interests and management of the Corporation and, in coordination with the CEO, may play a role in the Corporation's external relationships.
Audit Committee
The Audit Committee consists of three Board members, each of whom is independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee ensures the Company has designed and implemented effective internal financial controls and reviews the compliance with regulatory and statutory requirements as they related to the financial statements, taxation matters and disclosure of material facts.
Corporate Governance and Nominating Committee
This Committee is comprised of three non-executive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation's shareholders on the Corporation's system of corporate governance.
Health, Safety, Environment and Community Committee
This Committee is comprised of three Board members, a majority of whom are non-executive Board members. This Committee assists the Board in its oversight of health, safety, environment and community risks, the Corporation's performance in relation to health, safety, environmental and community matters, and the Corporation's compliance with applicable legal and regulatory requirements associated with health, safety, environmental and community matters.
Human Resources / Compensation Committee
The Human Resources/Compensation Committee is comprised of three non-executive members of the Board. The Human Resources/Compensation Committee is responsible for administering the Corporation's executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually.