The board of directors (the "Board") is primarily responsible for supervising the management of the Corporation's business and affairs. Its authority is determined by the provisions of the Canada Business Corporations Act and by the Corporation's By-laws. In addition, the Board's activities are governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Canadian regulatory authorities having authority, including the Toronto Stock Exchange.
The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements of the Corporation.
The Board's Chairman, together with the lead director, is responsible for the management, development and effective performance of the Board, for monitoring the Corporation's development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company's business and operations, including progress in respect of profits, liquidity and significant contractual matters.
Board CommitteesAudit Committee:
Dale C. Peniuk (Chair), William A. Rand and Catherine J. G. Stefan.
Corporate Governance and Nominating Committee:
Catherine J. G. Stefan (Chair), Donald K. Charter and Dale C. Peniuk.
Human Resources/Compensation Committee:
Donald K. Charter (Chair), Peter C. Jones, and William A. Rand
Health, Safety, Environment and Community Committee:
Peter C. Jones (Chair), Paul K. Conibear and John H.Craig.
PricewaterhouseCoopers LLP, Toronto, Ontario, Canada.
The Audit Committee consists of three Board members, each of whom is independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee ensures the Company has designed and implemented effective internal financial controls and reviews the compliance with regulatory and statutory requirements as they related to the financial statements, taxation matters and disclosure of material facts.
This Committee is comprised of three non-executive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation's shareholders on the Corporation's system of corporate governance.
This Committee is comprised of three Board members, a majority of whom are non-executive Board members. This Committee assists the Board in its oversight of health, safety, environment and community risks, the Corporation's performance in relation to health, safety, environmental and community matters, and the Corporation's compliance with applicable legal and regulatory requirements associated with health, safety, environmental and community matters.
The Human Resources/Compensation Committee is comprised of three non-executive members of the Board. The Human Resources/Compensation Committee is responsible for administering the Corporation's executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually.
The Company is also guided by the Rules and Regulations of the NASDAQ OMX (Stockholm) Exchange ("Exchange Rules") which form an integral part of the Listing Agreement between the Company and the NASDAQ OMX (Stockholm) Exchange. Details regarding the Exchange Rules can be found at www.nasdaqomx.com
Summary of Differences in Shareholder Rights and Corporate Governance in Canada and Sweden
Code of Conduct, Ethical Values and Anti-Corruption Policy
Incentive Stock Option Plan
Blackout Period Policy
Disclosure and Confidentiality Policy
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