Mandate of the Board of directors
The following is the mandate of the Board of Directors of the Company (the “Board”):
- Advocate and support the best interests of the Company;
- Review and approve strategic, business and capital plans for the Company;
- Ensure that specific and relevant corporate measurements are developed and adequate controls and information systems are in place with regard to business performance;
- Review the principal risks of the Company’s business and pursue the implementation of appropriate systems to manage such risks;
- Monitor progress and efficiency of strategic, business, and capital plans and require appropriate action to be taken when performance falls short of goals;
- Establish and monitor the Ethics Policy for directors, senior officers, and employees (contained in the Company’s Handbook) to address, among other matters, conflicts of interest, protection and proper use of corporate assets and opportunities, fair dealing with third parties, compliance with laws, rules and regulations, and reporting of any illegal or unethical behaviour;
- Review measures implemented and maintained by the Company to ensure compliance with statutory and regulatory requirements;
- Review and monitor the effectiveness of the Audit Committee, and the Audit Committee Charter, on at least an annual basis;
- Select, evaluate, and compensate the senior management based on their performance under the Company’s strategic, business and capital plans;
- Monitor the practices of management to ensure appropriate and timely communication of material information concerning the Company to its shareholders, including the establishment and monitoring of the Company’s Public Disclosure Policy;
- Monitor overall health, safety and environmental policies and programs;
- Monitor the development and implementation of programs for management succession and development; and
- Discharge such other duties as may be required for the good stewardship of the Company.