Committees
of the Board |
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Audit Committee
This Committee approves, monitors,
evaluates, advises and makes recommendations
on matters affecting the external audit
and the financial reporting and accounting
control policies and practices of the
Corporation, including, but not limited
to:
- Review of the quarterly financial
statements, quarterly Management’s
Discussion and Analysis, press releases
related to annual and quarterly financial
performance and any other material
financial information.
- Review of the annual audited financial
statements and the Management’s
Discussion and Analysis section of
the annual report prior to review and
approval by the full Board.
- Review of the terms of the engagement
of the external auditor and the audit
plan, and meet privately with the external
auditors as requested or required,
but at least on an annual basis.
Corporate Governance,
Nominating and Risk Management Committee
The Corporate Governance, Nominating and
Risk Management Committee is comprised
entirely of outside Directors, all of whom
are also unrelated Directors. This
Committee is responsible for assisting
the Board in ensuring that effective corporate
governance, nominating and risk identification
and management policies and procedures
have been developed and effectively implemented. The
Committee monitors, evaluates, advises
and makes recommendations on matters affecting
corporate governance, nominating and risk
management policies and procedures, including,
but not limited to:
- Providing
a forum for
all Directors
to express
their views
or concerns
regarding
the operation
of the Corporation,
independent
of management
and the full
Board.
- Considering developments in the area
of corporate governance and any other
matters which would assist the Board
in meeting its corporate governance
mandate and adherence to any corporate
governance guidelines established by
relevant regulatory bodies.
- Identifying, proposing and recruiting
new nominees to the Board in consultation
with the Chairman and the President
and Chief Executive Officer.
- Ensuring there is an orientation
and education program in place for
Directors.
- Ensuring that both the composition
and size of the Board are appropriate.
- Monitoring the management processes
and corporate policies for identifying
and managing risk, including insurance
coverage and contingency planning for
certain potential events and developments.
- Reviewing the risk and risk management
segment of the Annual Information Form
of the Corporation.
Human Resources
and Compensation Committee
The Human Resources and Compensation Committee
is comprised entirely of outside Directors,
two (2) of the three (3) of whom are unrelated
Directors. This
Committee makes recommendations to the
full Board on matters including, but not
limited to:
- Compensation
policies
and guidelines
for the Corporation
and its subsidiaries
that reflect
the rationale
for each
element of
executive
compensation.
- Policy and administration of the
Employees and Directors Share Option
Plan on behalf of the Corporation.
- Executive management compensation,
including bonuses, stock options and
benefits.
- Performance objectives, performance
evaluation and compensation of the
President and Chief Executive Officer.
- Succession planning for the Corporation’s
executive management positions.
- Compensation of the Board, its Chairman
and the Chairman and members of the
Committees of the Board.
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