Corporate Governance
Governance Practices
The Board continually evaluates the corporate governance policies and procedures of the Corporation. The Board is aware of their responsibility for governance matters, consider good governance to be central to the effective and efficient operation of the Corporation and its subsidiaries, and have expressly assumed responsibility for the governance and stewardship of the Corporation. Regulatory changes that have occurred as a result of the enactment, in the United States, of the Sarbanes-Oxley Act of 2002, and the implementation of National Instrument 58-101, are continually monitored by the Board and the Board will take appropriate actions as regulatory changes occur.
Board of Directors
Chairman: Keith T. Smith
Members: Daryl H. Gilbert
Doug Marlin
Martin A. Lambert
Pierre B. Lebel
Alan E. Winter
Matthew Heffernan
The Board is elected by the shareholders and oversees the conduct of the business and affairs of the Corporation, supervises its management and uses reasonable efforts to ensure that all major issues affecting the Corporation are given appropriate consideration. In fulfilling its responsibilities the Board delegates day-to-day authorities to management, while reserving the ability to review management decisions. The Board discharges its responsibilities directly and through its committees.
The Board is kept informed of the Corporation's operations at meetings of the Board and its Committees and through reports and discussions with management. In addition to its primary roles of overseeing corporate performance and providing quality, depth, and continuity of management to meet the Corporation's strategic objectives, the Board:
- approves business, strategic, financial, and succession plans and monitors the implementation of business and strategic plans
- approves communications to shareholders
- oversees financial programs and policies
- appoints officers and reviews their performance at least annually
- approves items such as dividend payments; the issue, purchase, and redemption of securities; acquisition and disposition of capital assets; short and long term objectives; human resource and other plans; and executive officer compensation
- approves changes in the articles and by-laws of the Corporation and submits them to shareholders for approval.
In order to carry out its responsibilities, the Board meets on a regularly scheduled basis on four occasions annually and otherwise as required by circumstances.
The Chairman of the Board is responsible for the functioning of the Board including, among other things, setting the agenda for each Board meeting, ensuring the members of the Board are kept informed of appropriate corporate matters, chairing the meetings, and acting as a key liaison between the Board and senior management.
Committees of the Board
The Board has formed specific separate committees for Audit, Compensation, Governance and Nominating, and Technology (collectively, the "Committees"). The members of each committee are appointed by the Board. These Committees have been delegated certain functions and have been designated subjects, including matters of policy, on which they are to perform an advisory role and report to the Board. In practice, and subject to certain exceptions, the Committees do not formally approve matters before them, but return matters to the Board with recommendations.
The Audit Committee
Chairman: Pierre B. Lebel
Members: Daryl H. Gilbert
Doug Marlin
Audit Committee Charter
Scope and Purpose of the Committee
The Audit Committee (the "Committee") is a committee of the Board of Directors. Its primary function is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing:
- the financial reports and other financial information provided by the Corporation to any governmental body or the public
- the Corporation's systems of internal controls regarding finance, accounting, and legal compliance that management and the Board have established
- the Corporation's auditing, accounting, and financial reporting processes generally.
Consistent with this function, the Audit Committee shall encourage continuous improvement of, and shall foster adherence to, the Corporation's policies, procedures, and practices at all levels.
Objectives
The Audit Committee's primary objectives are to:
- serve as an independent and objective party to monitor the Corporation's financial reporting process and internal control system
- review and appraise the audit efforts of the Corporation's independent accountants and internal auditing function
- provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditing function, and the Board of Directors.
The Compensation Committee
Chairman: Doug Marlin
Members: Martin A. Lambert
Keith T. Smith
The Compensation Committee will:
- make recommendations with respect to the appointment of senior officers
- assess the performance of senior officers and management of the Corporation
- review and approve the form and amount of compensation that senior officers and management receives.
The Governance and Nominating Committee
Chairman: Martin A. Lambert
Members: Alan E. Winter
The Governance and Nominating Committee is responsible for making recommendations to the Board for the development of the Corporation's approach to governance issues. It reviews compliance by the Corporation with its by-laws. It appoints directors to serve on, and to chair, standing and other Board Committees and assists the Board in assessing the performance of the Chairman. The Committee identifies available candidates for election to the Board by the Shareholders. It conducts an annual review of directors' remuneration and recommends changes, if any, to the Board.
The Technology Committee
Chairman: Alan E. Winter
Members: Daryl H. Gilbert
Doug Marlin
Pierre B. Lebel
The Technology Committee assists the Board of Directors in fulfilling its stewardship and oversight responsibilities by:
- validating the company's technological, competitive and strategic positioning through an independent review of technology matters
- commenting on the evolution of the company's product development and long term product vision
- advising the board on the adequacy of the company's research and development processes, resources and protection of technology.
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