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Committees
The Board has established four committees which each
operate under their respective written terms of
reference: the Audit Committee, the Compensation
Committee, the Corporate Governance Committee and the
Safety, Health and Environmental Committee. Each of
these committees, except for the Safety, Health and
Environment Committee on which the President of the
Company sits, is composed entirely of independent
directors within the meaning of NI 58-101 and other
applicable securities laws.
Audit Committee
The Audit Committee is responsible for assisting the
Board in fulfilling its responsibilities for the
oversight of the quality and integrity of the
accounting, auditing, internal control and financial
reporting practices of the Company. The Audit Committee
is also responsible for ensuring that management of the
Company has designed and implemented appropriate
accounting systems, policies and practices as well as an
effective internal control system. Among other things,
the Audit Committee is charged with reviewing the
Company's annual and interim financial statements and
certain other financial disclosure and making
recommendations to the Board relating thereto; reviewing
the Company's accounting policies and any changes
thereto; assessing the steps management has taken to
minimize financial and other risks facing the Company;
and working with the Company's auditors in a number of
areas relating to the Company's accounting systems,
internal controls and annual audit plan. In addition,
the Board may refer appropriate questions relating to
the financial position of the Company and its
subsidiaries to the Audit Committee for its
consideration. The Audit Committee meets at least four
times per year. The current members of the Audit
Committee are Trevor
Eyton (Chair),
Peter Robson
and David
Ming Qi. Certain information relating to the
Audit Committee members is set forth in the Company's
Annual Information Form dated March 30, 2012, under the
headings Directors and Officers, Audit Committee¯ and
External Auditor Service Fees.¯ A copy of the
Company's Annual Information Form is available under the
Company's profile
www.sedar.com and on the Company's website
here.
Compensation Committee
The Compensation Committee is responsible for reviewing
and making recommendations to the Board with respect to
all matters pertaining to the appointment, compensation
and benefits of senior management of the Company, as
well as any other significant human resource or
organizational policies generally impacting employees of
the Company. The Compensation Committee reviews the
performance of the Chief Executive Officer and other
officers and senior employees of the Company and
management's succession planning. A comprehensive
discussion and analysis describing the Compensation
Committee's philosophy and methodology in compensating
senior management can be found in the Company's
Management Information Circular dated May 11, 2012,
found
here. In addition, the Compensation
Committee is empowered to grant stock options under the
Company's Option Plan in accordance with the terms of
such plan. The current members of the Compensation
Committee are Trevor
Eyton (chair),
David Murray
and David
Ming Qi.
Corporate Governance Committee
The Corporate Governance Committee is responsible for
reviewing and making recommendations to the Board with
respect to all matters pertaining to the Company's
corporate governance policy, including structure,
organization and composition (other than Board
membership), and the development of appropriate systems
and procedures to enable the Board to exercise and
discharge its responsibilities. The Corporate Governance
Committee is also responsible for recommending suitable
candidates for election or appointment to the Board from
time to time. In addition, it is the Corporate
Governance Committee's responsibility to review and
recommend appropriate changes from time to time in the
Company's approach to corporate governance matters,
including terms of reference for Board committees;
membership of Board committees; retirement ages for
directors; the relationship between the Board and senior
management; procedures for Board and committee meetings;
and compensation of directors for service on the Board
and committees thereof. The current members of the
Corporate Governance Committee are
David Murray
(Chair),
Michael Agnew
and Trevor Eyton
Safety, Health and Environmental Committee
The Safety, Health and Environmental Committee is
responsible for reviewing and ensuring management of the
Company have in place the proper safety, health and
environmental policies and procedures for its continuing
operations. The Safety, Health and Environmental
Committee is also responsible for monitoring and
ensuring ongoing adherence to the Company's safety,
health and environmental policies and procedures. The
current members of the Corporate Governance Committee
are Michael Agnew
(Chair), David
Murray and
Peter Robson.
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