Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and take into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. NP 58-201 establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices and feels that the Company's corporate governance practices are appropriate and effective for the Company given its current size.
The Board is currently composed of five directors, namely, Ewan Downie, Donald Hoy, Thomas O. Quigley, David Brown, and Daniel Mechis.
NP 58-201 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who is independent of management and is free from any interest and any business or other relationship, which could, or could reasonably be perceived to, interfere with the director's ability to act with a view to the best interests of the company, other than interests and relationships arising from shareholding.
Thomas O. Quigley and David Brown are not officers and are not involved in the day to day operations of the Company and as such are independent. Ewan Downie is Chairman of the Board of the Company and Donald Hoy is an executive officer of the Company, and accordingly, they are considered to be non independent.
As a majority of the Company's directors are not independent, the Board facilitates its exercise of independent judgment in carrying out its responsibilities by causing the independent directors to take a lead role in ensuring the Company is acting in its best interests. Further, the non-independent directors defer to the judgment of the independent directors with respect to matters pertaining to corporate governance.
Mandate of the Board
The Mandate for the Board defines the role of the Board and governs how the Board will operate to carry out its duties of stewardship and accountability. The Board must have the capacity, independently of management, to fulfill the Board's responsibilities and the structure and composition of the Board attempts to ensure such independence. The Board must also be able to make an objective assessment of management, approve management's strategy and monitor its implementation. Therefore, the Company is committed to the following practices:
- the recruitment of strong, independent directors who shall compose all of the members of the Audit Committee and at least one member of the Compensation Committee and Nominating and Corporate Governance Committee;
- the operation of an evaluation process of the Chief Executive Officer and President, conducted by the Compensation Committee; and
- the operation of a selection and evaluation process, conducted by the Nominating and Corporate Governance Committee.