OVERVIEW OF GOVERNANCE CHARTERS, POLICIES AND CODES
The Company has produced a series of charters, policies and codes which are designed to set out guidelines for directors, officers and employees of the Company in the performance of their duties. Click on the links below for more information.
BOARD CHARTER
This charter sets out guidelines for overall role and responsibility of the board, the qualification of the directors, and sets out the mandate of the board.
AUDIT COMMITTEE CHARTER
The purpose of this committee, as set out in the charter, is to monitor the audit process of the Company and to help ensure the integrity of the financial statements of the Company and the compliance of the Company with legal and regulatory requirements. The charter sets out the composition of the board, meeting procedure and its responsibilities and duties including its liaison with the external auditors.
HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER
This charter establishes a board committee to assist the board by reviewing and approving goals and objectives for the Chief Executive Officer (“CEO”), evaluating the CEO’s performance the making recommendations regarding compensation and reviewing executive compensation public disclosure.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER
This charter establishes a board committee to develop, review and plan the Company’s approach to corporate governance issues, to identify and recommend to the board potential new nominees, monitor management succession plan and to oversee enforcement of and compliance with the Company’s Code of Business Conduct.
CODE OF BUSINESS CONDUCT
This code sets out general standards of conduct expected in business practices undertaken by or on behalf of the Company. The standard of conduct is set out with respect to honesty and integrity in the performance of duties, avoidance of conflicts of interest, protection of confidential information, promotion of fair dealing, public disclosure of reporting requirements, maintaining accuracy of accounting records, protection of corporate opportunities, protection and proper use of the Company’s assets, compliance with laws, prohibition against insider trading, compliance with environmental and health and safety laws and no discrimination and harassment.
CORPORATE DISCLOSURE POLITY AND PRACTICES
This policy deals with the protocol for release of information to the market, appropriate responses to market speculation and rumours, the designation of authorised spokespersons for the Company, briefings to institutional investors and stockbroker analysts, the review of analysts' reports and the release of forward looking statements.
INSIDER TRADING POLICY
The purpose of this policy is to minimise the risk that officers of the Company only deal in the Company's securities at appropriate times so as to not place of the officers and the Company in positions where it may be alleged there has been insider trading. The policy sets out when employees and officers may and may not deal in Company securities, the creation of a system whereby designated persons may and may not deal in securities, the obtaining of clearance by designated persons for securities trading, securities dealings by associate persons and investment managers, the communication of inside information and the consequences of a breach of this policy.