The Board of Directors of the Company (the "Board") considers good corporate governance to be essential to the fiduciary obligations of the directors to its shareholders and integral to the ongoing good management and development of the Company, and in this connection has developed this Mandate. The Board has determined that in order to effectively manage the Company's affairs, the Company requires between four and eight directors, the majority of whom shall be independent. The Board of Directors visits the operations of the Company and meets in person at least once per year. The Board also holds additional unscheduled meetings by telephone conference call from time to time as business needs require. During the course of a directors’ meeting, if they deem it appropriate, the independent directors may meet in camera.
The Company's common shares are listed on the New York Stock Exchange (the "NYSE"). Sections 103.00, 303A.00 and 303A.11 of the NYSE Listed Company Manual permit foreign private issuers to follow home country practices in lieu of certain provisions of the NYSE Listed Company Manual. A foreign private issuer that follows home country practices in lieu of certain provisions of the NYSE Listed Company Manual must disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States. A description of the significant ways in which the Company's governance practices differ from those followed by domestic companies pursuant to NYSE standards is as follows:
Committee Chairs are selected by the Board. The Chair of a committee presides at committee meetings and is responsible to ensure the work of the committee is well organized and conducted in a timely fashion. In performing this role, the Chair must work with the CEO and other Management as well as the members of the committee. The committee Chair, in consultation with his or her committee, the CEO or his or her delegate, will determine the agenda, frequency, and length of the meetings. In addition, the Committee's Charter may stipulate a minimum number of meetings per year.
The primary function of the Audit Committee is to assist the Board of Directors of the Company in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the shareholders and others, the systems of internal controls and management information systems established by the senior officers of the Company and the Company's internal and external audit process and monitoring compliance with the Company's legal and regulatory requirements with respect to its financial statements.
For more information refer to the Charter of the Audit Committee view
The Compensation Committee has overall responsibility for recommending to the Board of Directors of the Company levels and forms of executive compensation that are competitive and motivating in order to attract, hold and inspire senior officers of the Company and directors.
For more information refer to the Charter of the Compensation Committee view
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee (the "CG&N Committee"), under the supervision of the Board of Directors of the Company (the "Board"), has overall responsibility for developing the Company's approach to corporate governance including keeping informed of legal requirements and trends regarding corporate governance, monitoring and assessing the functioning of the Board and committees of the Board, and for developing, implementing and monitoring good corporate governance practices. The CG&N Committee is also responsible for identifying and recommending to the Board individuals qualified to become new board members.
For more information refer to the Charter of the Corporate Governance and Nominating Committee view
The Sustainability Committee is a committee appointed by the Board of Directors of the Company to assist in fulfilling its health, safety, security, environmental, sustainable development and social responsibility obligations. The purposes of the Sustainability Committee are to review the health, safety, security, environmental, sustainable development and social responsibility policies of the Company, and to monitor and assess the effectiveness of such policies.
For more information refer to the Charter of the Sustainability Committee view
Code of Business Conduct, Ethics and Whistle Blower Policy