Responsibilities
The Board is responsible under law to supervise the management of the business and affairs of the Company. The stewardship of the Company involves the Board in strategic planning, risk identification, management and mitigation, senior management determination and succession planning, communication planning and internal control integrity.
Specific Duties
Without limiting the foregoing, the Board shall have the following specific duties and responsibilities:
Legal Requirements
(a) The Board has the oversight responsibility for meeting the Company’s legal requirements and for approving and maintaining the Company’s documents and records.
(b) The Board has the statutory responsibility to act in accordance with its obligations contained in the Business Corporations Act (Ontario) and the regulations thereto, the Company’s Articles, and other relevant legislation and regulations.
Strategy Determination
The Board has the responsibility to adopt a strategic planning process for the Company and to participate with management directly or through its Committees in approving goals and the strategic plan for the Company by which the Company proposes to achieve its goals. The Board shall monitor the implementation and execution of the tasks constituent to the corporate strategy.
To be effective, the strategy will result in creation of value over the long term while always preserving the Company’s ability to conduct its business while balancing the interests of its various stakeholders. For the purpose of this clause, “stakeholder” will mean any party, group or institution whose reasonable approval is required for the Company to execute its Board approved strategy.
Managing Risk
The Board has the responsibility to identify and understand the principal risks of the business in which the Company is engaged, to achieve a proper balance between risks incurred and the potential return to shareholders, and to establish systems to monitor and manage those risks with a view to the long-term viability of the Company. It is the responsibility of management to ensure that the Board and its Committees are kept well informed of changing risks. The principle mechanisms through which the Board reviews risks are through the execution of the duties of its committee and through the strategic planning process. It is important that the Board understands and supports the key risk decisions of management.
Appointment, Training and Monitoring Senior Management
The Board has the responsibility:
(a) to appoint and/or approve the appointment of the Company’s senior management;
(b) to establish senior management’s responsibilities and approve their remuneration; and
(c) to establish provisions for the advice, counsel, training and development of management and for the orderly succession of management.
Reporting and Communication
The Board has the responsibility:
(a) to ensure compliance with the reporting obligations of the Company, including that the financial performance of the Company is properly reported to shareholders, other security holders and regulators on a timely and regular basis;
(b) to ensure that the financial results of the Company are reported fairly and in accordance with generally accepted accounting principles;
(c) to establish a process for direct communications with shareholders and other stakeholders through appropriate Directors, including through a Whistleblower Policy; and
(d) to report annually to shareholders on its stewardship of the affairs of the Company for the preceding year.
Monitoring and Acting
The Board has the responsibility:
(a) to establish policies and processes for the Company to operate at all times within applicable laws and regulations to the highest ethical and moral standards (advancing the interests of the Company, including the pursuit of differentiating performance in meeting the reasonable needs of all stakeholders of the Company);
(b) to ensure that management has and implements procedures to comply with, and to monitor compliance with, significant policies and procedures by which the Company is operated;
(c) to monitor the Company’s progress towards its goals and objectives and to revise and alter its direction through management in response to changing circumstances;
(d) to take action when performance falls short of its goals and objectives or when other special circumstances warrant or when changing circumstances in the business environment create risks or opportunities for the Company;
(e) to approve annual (or more frequent as the Board feels to be prudent from time to time) operating and capital budgets and review and consider amendments or departures proposed by management from established strategy, capital and operating budgets or matters of policy which diverge from the ordinary course of business that may significantly impact the value of or opportunities available to the Company; and
(f) to implement internal control and information systems and to monitor the effectiveness of same so as to allow the Board to conclude that management is discharging its responsibilities with a high degree of integrity and effectiveness. The confidence of the Board in the ability and integrity of management is the paramount control mechanism.
Governance
The Board has the responsibility:
(a) to develop a position description for the Chair of the Board;
(b) to facilitate the continuity, effectiveness and independence of the Board by, among other things:
- establishing a system to enable any Director to engage an outside adviser at the expense of the Company;
- ensuring that processes are in place and are utilized to assess the effectiveness of the Chair of the Board, the Board as a whole, each Director, each Committee and each Committee’s Chair;
- reviewing annually the composition of the Board and its Committees and assess Directors’ performance on an ongoing basis, and propose new members to the Board; and
- reviewing annually the adequacy and form of the compensation of the Directors.
Mandate Review
This Mandate shall be reviewed and approved by the Board each year after the annual general shareholder meeting of the Company.
General
The Board may perform any other activities consistent with this Mandate, the Company’s Articles and any governing laws as the Board deems necessary or appropriate.