Corporate Governance

We are committed to the highest standards of corporate governance and fully comply with applicable Canadian securities regulations.

In accordance with its mandate, our Board of Directors meets at least four times annually, and more frequently as required. At each regularly scheduled meeting, independent directors meet without members of management present.

Our Board of Directors delegates certain responsibilities to the following standing committees:

Audit Committee

The Audit Committee is mandated to monitor audit functions, the preparation of financial statements, review press releases on financial results, review other regulatory documents as required, and meet with outside auditors independently of management.

The primary role of the Audit Committee is to ensure that the Company’s management has designed and implemented an effective system of internal financial controls and to review and report on the integrity of the consolidated financial statements of the Company and related financial information. In pursuing these objectives, the Audit Committee maintains effective working relations with the Board of Directors and management; monitors the relations with the external auditors; and reviews the effectiveness of the internal audit function.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee determines the compensation for the Chief Executive Officer, and monitors the compensation for other senior executives, and makes recommendations to the Board of Directors. It also reviews and recommends to the Board on compensation policy, including the determination of incentive programs, for the whole Company.

Corporate Governance, Nominating and Sustainability Committee

The Corporate Governance, Nominating, and Sustainability Committee assists the Board by providing it with recommendations relating to corporate governance in general, including, without limitation:

(a) all matters relating to the stewardship role of the Board in respect of the management of the company,

(b) Board size and composition, including the candidate selection process and the orientation of new members,

(c) Board compensation, and

(d) such procedures as may be necessary to allow the Board to function independently of management.

The committee also oversees compliance with policies associated with an efficient and effective system of corporate governance. They assist the Board in carrying out the company’s corporate sustainability policies, including environmental, social, health, safety, and ethical matters, and is responsible for advising the Board, committees of the Board, and executive management on such matters.