The Board's access to information
relating to the operations of the Company, through the
membership on the Board of the Chief Executive Officer
and, as necessary, the attendance by other members of
management at the request of the Board, are key elements
to the effective and informed functioning of the Board.
The Board expects the Company's management to take the
initiative in identifying opportunities and risks
affecting the Company's business and finding ways to
deal with these opportunities and risks for the benefit
of the Company.
The Board believes that appropriate
structures and procedures are in place to ensure that
the Board can function independently of management,
including (i) the appointment of a Chairman who is
independent of management and is charged with ensuring
that the Board discharges its responsibilities; (ii)
periodic meetings of the Board without management
present; and (iii) the Corporate Governance Committee
whose responsibilities include monitoring the
relationship between the Board and senior management.
The Board approves and develops, on
an ongoing basis in conjunction with management, the
scope of management's responsibilities and the corporate
objectives for which management, and the Chief Executive
Officer in particular, are responsible for meeting. The
Board has adopted a formal position description for the
Chief Executive Officer.
The Board has adopted no formal
procedure for enabling individual directors to engage
outside advisers at the expense of the Company. Any such
proposed engagement would be considered by the Corporate
Governance Committee under its general mandate to
develop appropriate systems and procedures to enable the
Board to exercise and discharge its responsibilities.