WEST FRASER TIMBER CO. LTD.
CORPORATE GOVERNANCE POLICY
Table of Contents:
CORPORATE GOVERNANCE POLICY:
· OBJECTIVE AND SCOPE
· MANDATE OF THE BOARD OF DIRECTORS
· COMPOSITION AND SIZE OF THE BOARD OF DIRECTORS
· COMMITTEES OF THE BOARD OF DIRECTORS
· DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD OF DIRECTORS
· NEW DIRECTORS
· SHAREHOLDER FEEDBACK AND CONCERNS
· EXPECTATIONS OF MANAGEMENT
CORPORATE DISCLOSURE POLICY (APPENDIX A)
SECURITIES TRADING POLICY (APPENDIX B)
CODE OF CONDUCT
CHARTERS OF BOARD COMMITTEES:
· AUDIT
· GOVERNANCE & NOMINATING
· SAFETY & ENVIRONMENT
POSITION DESCRIPTIONS:
· BOARD CHAIR
· LEAD DIRECTOR
· CHIEF EXECUTIVE OFFICER
DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD OF DIRECTORS
To the extent permitted under governing law, the board may delegate to senior management or to a committee of the board its responsibilities, but it must maintain policies with respect to matters that can not be delegated and that require prior approval of the board of directors. These policies, and the understanding between management and the board through previous board practice and accepted legal practice, will require that the Company’s annual strategic, operating and capital plans, significant capital expenditures and all transactions or other matters of a material nature must be presented by management for approval by the board.
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