Mandate of the Board of Directors

The board of directors of the Company has overall responsibility for the stewardship of the Company, including responsibility for

  1. adoption of a strategic planning process and approval of a strategic plan,
  2. identification of the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks,
  3. succession planning, including appointing and monitoring senior management,
  4. implementation of a communication policy for the Company regarding disclosure of corporate information, and
  5. the integrity of the Company’s internal control and management information systems including accounting systems.

Strategic Planning

Senior management of the Company must develop long-term strategies with respect to the Company’s operations to be considered and, if deemed appropriate, adopted by the board of directors.  The strategies are to be reviewed and updated as required. 

Included in the development of these long-term strategies will be annual strategic, operating and capital plans.  The strategic plan is to take into account, among other things, the opportunities and risks of the Company’s business.

Identification and Management of Risks

The board of directors has the responsibility to identify, with the advice of management, the principal risks of the Company’s business and must, with management, establish systems and procedures to ensure that these risks are monitored.  These systems and procedures must include the effective management of the Company’s assets and financial resources, and must ensure compliance with all regulatory obligations.

Supervision and Succession of Management

The board of directors is responsible for the supervision of senior management to ensure that the operations of the Company are conducted in accordance with objectives set by the board.  The board must approve all appointments of senior management and, as part of the Company’s planning process, review and discuss succession planning for senior management positions on a regular (annual) basis.

Corporate Disclosure Policy

The Corporate Disclosure Policy of the Company is attached as Appendix A.  Following it will ensure that all material issues relating to the Company are communicated to shareholders and other stakeholders adequately.  It includes provisions regarding the release of annual and quarterly reports and press releases.

In addition to annual general meetings, meetings will be held from time to time in each year between management and various investors, investment analysts, credit rating agencies and financial institutions.  Selective disclosure to investors and investment analysts is not permitted and the Corporate Disclosure Policy contains measures to ensure this does not occur.

The Corporate Disclosure Policy must be reviewed annually by the board.

Internal Control

The board of directors, through the Audit Committee, is responsible to ensure that management has designed and implemented an effective system of internal control and management information systems of the Company.  The duties of the Audit Committee are discussed below.

Securities Trading Policy

The Securities Trading Policy of the Company is attached as Appendix B.  It sets out Blackout Periods when trading in securities of the Company is prohibited.

Outside Advisors

The board of directors authorizes each individual director to engage an outside advisor at the expense of the Company in appropriate circumstances and subject to approval of the board of directors.