 |  | |  | |  | |  | |  | |  | |  | |
| | | | | | | | | | | | | | |
|
|
Investors
Corporate Profile
Directory
Management
Community
Governance
Share/Corporate History
Equity Financings
Stock Info
Mission Statement
Financial Statements
Financial Calendar
Share Capital
Notices & Other Filings
Analyst Coverage
Annual Information Form (PDF)
Corporate Presentation
Code of Conduct & Ethics
Corporate Governance
Links
Disclaimer
| |
Corporate GovernanceSTATEMENT OF CORPORATE GOVERNANCE PRACTICE(presented by the Corporate Governance and Nominating Committee) This statement of corporate governance practices is made with reference to National Policy 58-201, Corporate Governance Guidelines and National Instrument 58-101, Disclosure of Corporate Governance Practices (hereinafter collectively the "Governance Guidelines") which are initiatives of the Canadian Securities Administrators ("CSA"). Major securities regulatory changes in the United States affecting the Corporation have come into effect over the last several years. Many of these changes arise from SOX and subsequent rules and regulations issued by the United States Securities and Exchange Commission. The Corporate Governance and Nominating Committee has closely monitored the various changes and proposed changes in the regulatory environment and, where applicable, amended its governance practices to align with these changes that are currently in effect. Board Governance The Board of Directors has the responsibility for the overall stewardship of the conduct of the business of the Corporation and the activities of management. Management is responsible for the day-to-day conduct of the business. The Board's fundamental objectives are to enhance and preserve long-term shareholder value, and to ensure the Corporation meets its obligations on an ongoing basis and that the Corporation operates in a reliable and safe manner. In performing its functions, the Board considers the legitimate interests that its other stakeholders, such as employees, customers and communities, may have in the Corporation. In overseeing the conduct of the business, the Board, through the Chief Executive Officer, sets the standards of conduct for the Corporation. The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility for managing its own affairs including selecting its Chair and Lead Director, nominating candidates for election to the Board and constituting committees of the Board. Subject to the Articles and By-Laws of the Corporation and the Canada Business Corporations Act, the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board. Board Mandate The Board has a written mandate which includes responsibility for (i) satisfying itself as to the integrity of the CEO and other executive officers and that there is a culture of integrity throughout the Corporation; (ii) approving, supervising and providing guidance to management on the Corporation's strategic planning process; (iii) identifying the principal risks of the Corporation's business and ensuring management's implementation and assessment of appropriate risk management systems; (iv) ensuring that the Corporation has highly qualified management and adequate and effective succession plans for senior management; (v) overseeing the Corporation's communications policy with its shareholders and with the public generally; (vi) assessing directly and through its Audit Committee, the integrity of the Corporation's internal control and management information systems; and (vii) providing for the independent functioning of the Board. The full text of the mandate is atttached hereto as Appendix "A" Composition of the Board The Board of Directors is currently comprised of six (6) directors, the majority of whom are "independent" directors within the meaning of the Governance Guidelines. A director is "independent" if he is independent of management and has no direct or indirect relationship with the Corporation which could, in the view of the Board, be reasonably expected to interfere with the exercise of the member's independent judgment. The Board has considered the relationship of each director to the Corporation. At the date of this Information Circular, two of the Corporation's directors were not considered to be independent. Messrs. Lundin and Clark were not independent because of their current or past management positions with the Corporation. Messrs. Hunt, Michael, Edgar and Chase are all independent directors. Michael Hunt periodically provides legal services to the Corporation, but is considered to be independent because of the size of his fees for such services relative to the overall fee income of his practice. Although neither of Messrs. Lundin or Clark are considered to be independent within the meaning of the Governance Guidelines, the Board has instituted a practice, however, whereby at the conclusion of each regularly scheduled meeting of the Board of Directors, the Corporation's independent directors may request an in-camera session at which non-independent directors and members of management are not in attendance. In addition, because Lukas H. Lundin, who is Chairman of the Board of Directors, is not an independent director, the Board appointed Brian D. Edgar as Lead Director of the Board of Directors. As Lead Director Mr. Edgar, amongst other things, presides at meetings of the Board and of the Corporation's Shareholders, ensures that the Board is alert to its obligations and responsibilities and that it fully discharges its duties, communicates with the Board to keep the Board up to date on all major developments, and acts as a liaison between the Board and management of the Corporation. BOARD AND COMMITTEE MEETINGS -- ATTENDANCE RECORD Below is the attendance record of each director for all Board and Committee meetings held during the period from January 1, 2008 to December 31, 2008:
(1) Mr. Michael Hunt resigned from the Compensation Committee on August 28, 2008 and Mr. Robert Chase was appointed to the Compensation Committee on August 28, 2008. Each of Messrs. Hunt and Chase attended the one Compensation Committee Meeting held during their term. Several of the directors of the Corporation serve as directors of other reporting issuers. Currently, the following directors serve on the boards of directors of other public companies as listed below:
Legend: AMEX = American Stock and Options Exchange ASX= Australian Stock Exchange CNQ= Canadian Trading and Quotation System Inc. TSX = Toronto Stock Exchange TSX-V= TSX Venture Exchange OMX-Nordic = OMX Nordic Stock Exchange (previously, the Stockholm Stock Exchange) Position Descriptions The Board has adopted a written position description for each of the Chairman, Lead Director, Chief Executive Officer, Chief Financial Officer and the chair of each Board committee. Orientation and Education The Corporation provides new directors with an orientation program upon joining the Corporation that includes copies of relevant financial, technical, geological and other information regarding its properties and subsidiaries as well as meetings with management. Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and development, and to attend related industry seminars. Board members have full access to the Corporations records. Board Diversity The Corporation recognizes that improving diversity on the Board of Directors and among its senior executives presents the Corporation with an opportunity to develop a competitive advantage by ensuring that the Corporation appeals to potential employees from the broadest possible talent pool. The focus always has been, and will continue to be, to recruit and appoint the most qualified individuals. Ethical Business Conduct The Board has adopted a formal written Code of Conduct and Ethical Values Policy (the "Code of Conduct") for its directors, officers and employees. Individuals governed by the Code of Conduct are required to disclose in writing all business, commercial or financial interests or activities which might reasonably be regarded as creating an actual or potential conflict with their duties. Individuals must avoid all situations in which their personal interests conflict or might conflict with their duties to the Corporation or with the economic interest of the Corporation. All business transactions with individuals, corporations or other entities that could potentially, directly or indirectly, be considered to be a related party, must be approved by the Board of Directors regardless of the amount involved. Directors, officers and employees are encouraged to report violations of the Code of Conduct on a confidential and, if preferred, anonymous basis, in accordance with the complaints procedure set out in the Code of Conduct or the Corporation's whistleblower procedures. The Audit Committee may request special treatment for any complaint, including the involvement of the Corporation's external auditors or outside counsel or other advisors. All complaints are required to be documented in writing by the person(s) designated to investigate the complaint, who shall report forthwith to the Chair of the Audit Committee. On an annual basis, or otherwise upon request from the Board of Directors, the Code requires the Chair of the Audit Committee to prepare a written report to the Board summarizing all complaints received during the previous year, all outstanding unresolved complaints, how such complaints are being handled, the results of any investigations and any corrective actions taken. A copy of the Corporation's Code of Conduct and Ethical Values Policy is available on the Corporation's website and has been filed on and is accessible under the Corporations profile on the SEDAR website at www.sedar.com. Nomination of Directors The Board has established a Corporate Governance and Nominating Committee, which has the responsibility of proposing nominees for director. The Committee considers the competencies and skills that the Board as a whole should possess, the competencies and skills of existing Board members and the competencies and skills of proposed new Board members. The Committee members utilize their extensive knowledge of the industry and personal contacts to identify potential nominees that possess the desired skills and competencies. Audit Committee The principal purpose of the Audit Committee is to ensure that the Corporation's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements of the Corporation and to review the Corporation's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of material facts on financial and tax related matters. The Corporation has adopted a formal written mandate for the Audit Committee. The mandate provides that the committee shall consist of at least three members of the Board, all of whom shall be "independent" within the meaning of Multilateral Instrument 52-110 Audit Committees, (now, National Instrument 52-110 Audit Committees) ("NI 52-110"). NI 52-110 provides that a member of an audit committee is "independent" if the member has no direct or indirect relationship with the issuer, which could, in the view of the issuer's Board of directors, reasonably interfere with the exercise of the member's independent judgment. During the most recently completed financial year, the committee was composed of three (3) directors: Messrs. Robert Chase, Brian Edgar and Harry Michael, all of whom are and were independent. The Audit Committee meets a minimum of four times a year, including to review the annual financial statements prior to their submission to the Board. The Audit Committee has direct communication channels with internal personnel responsible for financial statement preparation and with the Corporation's external auditors. The committee may also engage independent counsel or other advisors at the expense of the Corporation, all as it considers to be necessary or advisable in order to perform its duties and responsibilities. Additional information relating to the Audit Committee, including a copy of the Audit Committee mandate, is provided in the Corporation's Annual Information Form for the year ended December 31, 2008, a copy of which may be obtained under the Corporation's profile on the SEDAR website at www.sedar.com. Compensation Committee The principal purpose of the Compensation Committee is to implement and oversee compensation policies approved by the Board of Directors of the Corporation. The duties and responsibilities of the committee include, without limitation, the following:
The Board appoints the members of the committee for the ensuing year at its organizational meeting held in conjunction with each annual general meeting of the Corporation's Shareholders. The Board may at any time remove or replace any member of the committee and may fill any vacancy in the committee. The Compensation Committee meets regularly each year on such dates and at such locations as the Chair of the committee determines. The committee has access to such officers and employees of the Corporation and to such information respecting the Corporation and may engage independent counsel or advisors at the expense of the Corporation, all as it considers to be necessary or advisable in order to perform its duties and responsibilities. Corporate Governance and Nominating Committee The principal purpose of the Corporate Governance and Nominating Committee is to provide a focus on corporate governance that will enhance corporate performance, and to ensure on behalf of the Board of Directors and Shareholders that the Corporation's corporate governance system is effective in the discharge of its obligations to the Corporation's stakeholders. The duties and responsibilities of the Corporate Governance and Nominating Committee include, without limitation, the following:
The Board appoints the members of the committee for the ensuing year at its organizational meeting held in conjunction with each annual general meeting of the Shareholders of the Corporation. The Board may at any time remove or replace any member of the committee and may fill any vacancy in the committee. The Corporate Governance and Nominating Committee meets regularly each year on such dates and at such locations as the Chair of the committee determines. The committee has access to such officers and employees of the Corporation and to such information respecting the Corporation and may engage independent counsel and advisors at the expense of the Corporation, all as it considers to be necessary or advisable in order to perform its duties and responsibilities. Assessment of the Board In accordance with the Board's mandate, the Board, through its Corporate Governance and Nominating Committee, undertakes assessments of itself, its committees and each individual director's effectiveness and contribution on an annual basis. The Corporate Governance and Nominating Committee prepares and delivers an Annual Board Effective Assessment Questionnaire to each member of the Board. The Questionnaire is divided into four parts dealing with: (i) Board Responsibility; (ii) Board Operations; (iii) Board Effectiveness; and (iv) Individual Assessments. The Corporate Governance and Nominating Committee reviews and considers the responses received and makes a final report, with recommendations (if any) to the Corporation's Board of Directors. Minimum Share Ownership On the recommendation of the Compensation Committee the Board developed a minimum requirement with respect to ownership of securities of the Corporation by Directors. Each Director (personally or through a family member or related corporation) is expected to acquire and hold Shares totaling not less than 15,000 Shares of the Corporation and any new Board members have a grace period of three months to acquire the Shares. All current directors are in compliance with this requirement.
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Home Operations Investors News Corporate Responsibility QwikReport Contact |  |
| |
