(As found in the Management Proxy Circular filed for fiscal year 2005)
Board Organization and Membership
These guidelines, adopted by the Board of Directors of the Corporation, together with the charters of the Board, Audit Committee, Nominating & Corporate Governance Committee and Human Resources Committee, provide the framework for the governance of the Company. Among other things, these guidelines address the following matters:
- Board Organization and Membership – including a requirement for a majority of the directors to be “independent” as defined by MI 52-110, Board size, criteria for Board membership, meeting attendance requirements, and a requirement that if the Chairman of the Board is not an independent Director, that the independent Directors elect a Lead Independent Director to provide oversight to the Board and ensure that the Board understands the boundaries between board and management responsibilities;
- Board Committees – including independence and financial literacy requirements as defined in MI 52-110 for the Audit Committee and a requirement for the Human Resources and Nominating & Corporate Governance Committees to be composed of a majority of independent Directors;
- Board Meetings – including a requirement that the Lead Independent Director, or his designee, chair a session of each regular in-person Board meeting with only independent directors being present;
- Board’s Relationship with Committees and Management – including a requirement for the Board to follow guidelines for matters reserved for Board approval or designation to committees. In addition, management must seek approval from the Board for capital requests greater than $1,000,000 except for capital directly related to new business;
- Director Compensation and Shareownership – including a requirement that all of a Director’s annual retainer be paid in deferred share units under the deferred share unit plan (DSU plan) which must be held until retirement from the Board. Members of the Audit Committee do not directly or indirectly receive any compensation from the Corporation other than their Directors’ compensation and it is the Corporation’s policy not to make any personal loans to its Directors and executive officers and to not grant stock options to Directors;
- Ethics and Conflicts of Interest – including the requirement that all Directors abide by the Corporation’s Code of Ethics and annually acknowledge their adherence to the Code as well as the disclosure of any conflicts of interest which the Board will review and take action as required.
