The Corporation and the Board recognize the importance of corporate governance to the effective management of the Corporation and to the protection of its stakeholders, particularly Shareholders. The Corporation's approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Corporation are effectively managed so as to enhance Shareholder value. The Board fulfills its mandate directly and through its Committees at regularly scheduled meetings or as required. A summary description of the Board mandate and Board committees is below followed by detailed description of the Committee charters.
Board Mandate and Committee Mandates
The duties and responsibilities of the Board are to supervise the management of the business and affairs of the Corporation, and to act with a view towards the best interests of the Corporation. In discharging its mandate, the Board is responsible for the oversight and review of:
- the strategic planning process of the Corporation;
- identifying the principal risks of the Corporation's business and ensuring the implementation of appropriate systems to manage these risks;
- succession planning, including appointing, training and monitoring senior management;
- a communications policy for the Corporation to facilitate communications with investors and other interested parties;
- and the integrity of the Corporation's internal controls and management information systems.
The Board discharges its responsibilities directly and indirectly through its committees, currently consisting of the Audit Committee, the Compensation Committee the Corporate Governance and Nominating Committee, and the Corporate Responsibility Committee.
Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct (the "Code") for its Directors, officers and employees. The Corporate Governance Committee has responsibility for monitoring compliance with the Code by ensuring all Directors, officers and employees receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code.
The Board encourages and promotes an overall culture of ethical business conduct by:
- promoting compliance with applicable laws, rules and regulations in all jurisdictions in which the Corporation conducts business;
- Providing guidance to Directors, officers and employees to help them recognize and deal with ethical issues such as conflicts of interest.
Through the Code, the Corporation intends to promote a culture of open communication, honesty and accountability; and ensure awareness of disciplinary action for violations of ethical business conduct.
The Corporation has adopted a Whistleblower Policy which allows its Directors, officers, employees and consultants who feel that a violation of the Code has occurred to report violations or concerns on a confidential and anonymous basis. Reporting a violation is made by informing (anonymously if desired) the Whistleblower hotline, orally or by any written form, including email, to the Board of Directors care of either of the Committee Chairs (or a designate) who will be responsible for assessing and evaluating reports and for conducting investigations. Following a review of the report, the appropriate Board committee will determine any remedial action.