The Board has delegated certain responsibilities to the following Committees.
Corporate Governance Committee
The Corporate Governance Committee comprises two directors, R. J. Piper (Committee Chairman) and C. Neves. It has responsibility, on behalf of the Board, for developing and monitoring the Company’s overall approach to corporate governance issues in accordance with the Canadian National Policy 58-201.
The Audit Committee comprises two directors, R. J. Piper (Committee Chairman) and C. Neves. It examines and reviews, on behalf of the Board, internal financial controls, financial and accounting policies and practices, the form and content of financial reports and statements, and the work of the external auditors. The Chief Executive Officer and the Chief Finance Officer attend meetings of the Audit Committee by invitation.
The Remuneration Committee comprises two directors, R. J. Piper (Committee Chairman) and C. Neves. It makes recommendations to the Board on the policy for executive remuneration. It determines the individual remuneration packages on behalf of the Board for the executive director and makes recommendations to the Board on the individual remuneration packages for the senior management of the Company. The Committee has access to professional advice, both inside and outside the Company, in the furtherance of its duties.
The Nomination committee comprises two directors, R. J. Piper (Committee Chairman) and C. Neves. The role of the Nomination Committee is to assist the Board in the effective discharge of its responsibility for ensuring that the Board comprises individuals who are best able to discharge the responsibilities of directors, having regard to the Company’s specialized industry and stage of growth, the law and the highest standards of governance. The Nomination Committee meets as needed. The Chairman of the Committee presents the proposals of the Nomination Committee to the Board. The tasks and responsibilities of the Nomination Committee are defined in its charter, which is approved by the Board.