The Board retains overall accountability for the running of the Company and is accountable for making decisions that could have a material impact on the business. It discharges this responsibility through the management team, which is responsible for the day-to-day management of the operations of the Company.
The Board gives strategic direction to the Company. The Board retains full and effective control over the Company and monitors executive management in implementing plans, policies, tactics, procedures and strategies. The ultimate responsibility for the Company rests with the Board. The Board retains effective control through a well-developed governance structure of Board subcommittees and suitable delegation of authority. There is a policy evidencing clear balance of power and authority to ensure that no one director has unfettered powers of decision making.
The Board recognises that it is responsible for implementing practices of good governance and that companies no longer act independently from the societies and the environment in which they operate. The Board is committed to high standards of corporate governance in order to facilitate an environment in which the Company’s assets are safeguarded and the interests of all stakeholders and shareholders are protected.
On Admission, the Board will consist of two executive directors and six non-executive directors, all of whom are considered by the Board to be independent in accordance with Canadian corporate governance standards, notwithstanding that Cedric Fontenit is the nominee of and an employee of Tyrus and their nominee on the Board and David Neuhauser is deemed to be interested in the Common Shares in the Company held by Livermore Partners LLC. The Chairman is responsible for leadership of the Board and for the efficient conduct of the Board’s function. The Chairman is expected to encourage the effective contribution of all Directors and promote constructive and respectful relations between Directors and senior management. The Directors believe that they have sufficient experience in implementing accounting systems and controls which will provide a reasonable basis for them to make proper assessments as to the financial position and prospects of the Company.
The Company has adopted a charter for the Audit Committee which establishes the Audit Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee is comprised of Iain McLaren (chair), Robert Lambert and Eric Schwitzer, all of whom are considered independent in accordance with Canadian corporate governance standards. The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee,inter alia, meets with the Company’s external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.
The Compensation and Nominating Committee is a committee appointed by the Board which is currently comprised of Eric Schwitzer, Iain McLaren and Cedric Fontenit, each of whom is independent. The Compensation and Nominating Committee assists the Board in identifying new candidates for Board nomination, makes recommendations to the Board with respect to membership on committees of the Board, other than the Compensation and Nominating Committee, assists the Board in setting director and senior executive compensation, develops and submits to the Board, recommendations with respect to other employee benefits as it sees fit and assists the Board with respect to providing continuing education programs for directors. The Compensation and Nominating Committee will meet as often as may be necessary or appropriate in its judgment.
In exercising its mandate, the Compensation and Nominating Committee sets the standards for the compensation of directors, employees and officers based on industry data and with the goal to attract, retain and motivate key persons to ensure the long term success of the Company. Compensation generally includes the three following components: base salary, annual bonus based on performance and grant of stock options. The Compensation and Nominating Committee takes into account the increased competition in the market for its key personnel while also taking into account the performance and objectives set forth for the Company. The Compensation and Nominating Committee annually assesses the contribution and effectiveness of each director, with particular reference to any applicable position description as well as the competencies and characteristics each director is expected to bring to the Board and at the request of a director, will consider and, if deemed advisable, authorize the retaining by any director of an outside advisor for such director at the expense of the Company.
The Board has established a Health, Safety, Social and Environmental Committee, to assist the Board in obtaining assurance that appropriate policies and systems are in place to manage effectively the health, safety, environment and community relations risks in relation to the Group’s operations and ensure that the Group’s activities are planned and executed in a safe and responsible manner. The members of the HSSE Committee are: (i) Paul Blakeley and (ii) Robert Lambert, who have each been appointed for an initial term of three years. The HSSE Committee will report to the Board regarding the Group’s health, safety, social and environmental record. The Board will have ultimate responsibility for health, safety, social and environmental matters.
The Directors will comply with Rule 21 of the AIM Rules and MAR relating to dealing in the Common Shares. The Company has a blackout period policy in respect of its listing on the TSX-V which applies to Directors, officers, employees and consultants of the Company. The Company has adopted, with effect from Admission, a revised policy on trading and confidentiality of insider information for the Directors and certain employees which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules) and the Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with such policy.