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Corporate Governance
Red Back is committed to high standards of corporate responsibility and continues to develop company-wide operating policies, reporting systems, and governance structures that enable us to achieve such standards.
As a publicly listed company, Red Back has adopted a Corporate Gover¬nance Practice Statement and a Code of Conduct and Ethics. These documents make reference to related guidelines of the Canadian Securities Administrators. In its Statement and Code, Red Back sets out key guiding principles of conduct and ethics that are expected of em¬ployees, directors and officers. They also address conflict of interest issues, include "whistleblower" protection; and rights of minority shareholders. At Red Back, the positions of the President / CEO, and Board Chair are not com¬bined in the same person.
In 2009, Red Back established a Corporate ResponsibilityAdvisory Group (CRAG). This Group is comprised of six employees of the company, two at each operating site, and two at our corporate headquarters. The CRAG currently reports on the manage¬ment of social, environmental and economic risks on a semi-annual basis to the Corporate Governance Committee of the Board. Over the course of 2010, CRAG will be supplemented by a Board-level Environmental, Health, Safety and Community Com¬mittee. This EHSC Committee will be comprised of one member of Red Back's executive management team and two members who are independent Board members.
The composition of Red Back's Audit Committee includes at least three inde¬pendent members of the Board. The Board, through its Corporate Governance and Nominating Committee, also undertakes annual assessments of itself, its committees and each individual director's ef¬fectiveness and contribution. In 2010, Red Back will develop an Anti-Bribery and Anti-Corruption Policy, with a view to codifying our obligations to avoid situa¬tions where bribery or acts of corruption could be involved.
We have not been subject to legal actions for anti-competitive behavior, anti-trust, or monopoly practices. Red Back was also not assessed any significant fines or sanctions for non-compliance with local laws and regulations at either of our operations.
In line with the Government of Canada's Corporate Social Responsibility Strategy, Red Back is supportive of global initiatives which address a range of corporate responsibility related issues. These initiatives include the OECD Guidelines on Multinational Enterprises; the Global Reporting Initiative; the Voluntary Principles on Security and Human Rights; the Extractive Industries Transparency Initiative; the IFC Performance Standards; and the Equator Principles.
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