Governance
Good Corporate Governance is Good Business
Quadrise Canada Corporation’s Board of Directors and management realize that good corporate governance is good business. Quadrise Canada is a private company but it operates like a public company by using public company principles to guide its corporate behavior. These corporate behaviors influence the following areas:
• corporate polices and guidelines
• the Board of Directors
• Board Committee charters
Corporate Policies and Guidelines
Quadrise Canada is in the process of formalizing a full suite of corporate policies and guidelines based on industry best practice. The documentation and issuance of the policies, most of which have been informally in place for some time, are expected to be completed by the second quarter of 2007. The completed policies and guidelines will include a code of business conduct and ethics, a whistle blowing policy, a disclosure policy and other relevant policies.
The Board of Directors
The Board is currently comprised of seven members, four of whom are independent including the Chairman of the Board. Directors are elected by the shareholders at the Annual General Meeting. The Directors may, between annual general meetings, appoint one or more additional Directors until the next annual general meeting.
The Board meets a minimum of four times a year or as frequently as required. Board materials are circulated in advance of the meeting and the Directors are expected to review the materials in advance and make every effort to attend all Board and committee meetings. Directors have access to management as required and the Board and the committees have the right to engage legal or other advisory services at Quadrise Canada’s expense if they feel it is required. The Board’s effectiveness will be evaluated annually by its members.
Board Committee Charters
The December 2006 Board and committee meetings approved the charters that govern the Board’s four standing committees.
Committee |
Mandate |
Composition |
Meetings per year |
| Corporate Governance and Nominating Committee | The Corporate Governance and Nominating Committee is established to evaluate, develop, and make recommendations with respect to implementing the process and structure used to supervise the business and affairs of Quadrise Canada, with the objective of enhancing Quadrise Canada’s performance and shareholder value. | Not fewer than three Directors, majority has to be independent. Norman R Gish, H Douglas Hunter, Robert D Niven |
Minimum of two |
| Audit Committee | The Audit Committee is established for the purpose of overseeing the accounting and financial reporting process and overseeing the reviews and audits of the financial statements of Quadrise Canada. |
Not fewer than three Directors, all have to be independent and “financially literate”. |
Minimum of four |
| Environment, Health & Safety Committee | The Environment, Health & Safety Committee is established to assist the Board of Directors in fulfilling its oversight responsibilities to ensure that Quadrise Canada’s activities are conducted in an environmentally responsible manner and that Quadrise Canada maintains the integrity of its health and safety policies. | Not fewer than three Directors. Alfred F Fischer, Donald E Foulkes, Robert D Niven |
Minimum of two |
| Human Resources and Compensation Committee | The Human Resources and Compensation Committee is established to assist the Board of Directors in fulfilling its responsibilities relating to the matters of human resources and compensation, including equity compensation, and to establish a plan of continuity and development of senior management of Quadrise Canada. | Not fewer than three Directors, majority has to be independent. H Douglas Hunter, Verne G McKay, Ian R J Williams |
Minimum of two |