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Composition of the
Board
The directors of the Company have
determined that four of the seven nominees for election
at the Meeting are independent within the meaning of NI
52-110. Each of Alan De’ath and Patrick Scott are
non-independent by virtue of their being a member of
management and Jay Kellerman who is a partner at
Stikeman Elliott LLP, a law firm that provides legal
services to the Company, is not independent.
In an effort to properly orient new
directors to the Company, each new director is provided
with a copy of the Company’s various committee mandates,
the Company’s Disclosure Policy, the Insider Trading
Policy and the Code. The Board further considers what
additional orientation or education is appropriate for
new directors as and when they are elected or appointed.
During 2006 the Company implemented formal assessments
for the Board, its committees and the individual
directors with respect to their effectiveness and
contributions. These assessments aid in determining what
additional areas for continuing education are required.
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