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Corporate governance and sustainable development is the key for the success which brings credibility to our decision making and enhances the communications process between the company and all our stakeholders.
The Board and management believe that a sound and effective Environment, Social and Governance (ESG) approach is an integral aspect of the Company’s performance. The Board has adopted certain practices and procedures to ensure that effective corporate governance practices are followed, and the Board reviews the Company’s corporate governance practices and procedures on a regular basis to ensure that they address significant issues of corporate governance.
On behalf of the Company’s shareholders, the Board of Directors (“Board”) is responsible for the stewardship of the Company, which includes establishing key policies and standards, assessing and managing enterprise risks, and reviewing and approving the Company’s strategic plans. The Board also monitors and assesses performance and progress in meeting the long and short term goals of the Company. The Board has also set up several sub-committees and has delegated certain responsibilities to each of these committees and has instructed each of them to perform certain advisory functions, to make recommendations and to report to the Board.
The audit committee (the “AC”) will assist the Board in fulfilling its financial oversight responsibilities. The Committee will review and consider, in consultation with the Corporation’s external auditors, the financial reporting process, the system of internal controls over financial reporting and the audit process. In performing its duties, the Committee will maintain effective working relationships with the Board, management and the external auditors. To effectively perform his or her role, each member of the Committee must obtain an understanding of the principal responsibilities of membership of the Committee as well as the Corporation’s business, operations and risks.
Please click here for more details.
The Compensation & Governance Committee (the (“C&G Committee”) will assist the Board in monitoring, reviewing, developing and approving the Corporation’s compensation policies and practices, and administering the Corporation’s share-based compensation plans, and annually reviewing the CEO’s compensation and the CEO’s recommendations regarding other senior officer compensation. The C&G Committee is comprised of six directors, each of whom is independent within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”).
For details of the compensation process, please refer to our Information Circular.
| Directors | Independent | Audit Committee | Compensation and Governance Committee |
| Adrian Montgomery (C) | |||
| John Albright | √ | M | |
| Michael Beckerman | √ | M | M |
| Ben Colabrese | √ | C | |
| Alan Friedman | √ | M | |
| David Goldhill | √ | ||
| Janny Lee | √ | M | |
| Scott Michael O’Neil | √ | C | |
| Angela Marie Ruggiero | √ | M | |
| Richard Sherman |
Board Diversity Matrix (As of December 1, 2022)
To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers
Country of Principal Executive Offices: | Canada | |||
Foreign Private Issuer | Yes | |||
Disclosure Prohibited Under Home Country Law | No | |||
Total Number of Directors | 10 | |||
Part 1: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender |
2 | 7 | 0 | 1 | |
Part II: Demographic Background: | ||||
Underrepresented Individual in Home Country Jurisdiction | 2 | |||
LGBTQ+ | 1 | |||
Did Not Disclose Demographic Background | 1 | |||
FNK IR — Rob Fink / Matt Chesler, CFA
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