COMMITTEES OF THE BOARD
The Board of the Corporation has explicitly assumed responsibility for the stewardship of the Corporation and has assumed responsibility, both directly and through the activities of the Audit Committee, for the identification of the principal risks of the Corporation's business and ensuring the implementation of appropriate systems to manage those risks and the integrity of the Corporation's internal control and management information systems. The Audit Committee reviews the effectiveness of the overall process for identifying the principal risks affecting the achievement of business plans, including assessing the steps management has taken to monitor, control, report and mitigate such risks to the Corporation.
The Board meets twice annually with divisional management to review business and strategic plans and business risks. In addition, quarterly meetings of the Board are held to assess the compliance of and progress on the implementation of the business plans as well as to evaluate the management of the principal business risks.
The Audit Committee reviews and recommends for Board Approval the audited and unaudited financial statements and other mandatory communication containing financial information. The Board reviews communications, including financial press releases and financial reports to Shareholders, prior to issuance. Senior officers of the Corporation are available to discuss with Shareholders their concerns.
The mandate of the Audit Committee includes oversight of the nature and scope of the annual audit, management's reporting on internal accounting standards and practices, financial information and accounting systems and procedures, The Audit Committee meets regularly with the external auditors of the Corporation, with management and separately, to assess internal controls and management information systems in place and the effectiveness of these systems.
Governance and Nominating Committee
The Governance and Nominating Committee is responsible for developing the Corporation's approach to corporate governance and for ensuring the continuing effectiveness of the Board and its various committees.
The Governance and Nominating Committee has determined that, other than Messrs. Edwards, Moeller, Neill and Butyniec, the Directors are considered to be unrelated under the Guidelines. Mr. Edwards has a material relationship with the Corporation. Mr. Moeller is an officer of Edco Financial Holdings Ltd, a private company controlled by Mr. Edwards. Mr. Neill has been a member of management within the last 3 years. Mr. Butyniec is a member of management. The remaining members of the Board are independent of management and are free from any interest and any business or other relationship (other than interests and relationships arising from shareholdings) which could, or could reasonably be perceived to, materially interfere with any such director's ability to act in the best interests of the Corporation.
The Governance and Nominating Committee, which is composed exclusively of outside directors, is responsible for identifying new candidates for appointment to the Board and making recommendations to the Board on corporate governance matters such as the size and composition of the Board; and the structure, responsibility and composition of committees of the Board.
The Governance and Nominating Committee is responsible for annually assessing the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors. The Committee has instituted a formal process to do the foregoing. New directors are provided with an orientation program that includes the provision of published and non-published information that details the financial position and describes the business and organizational structures of the Corporation. Each new director is invited to visit the operating facilities and to meet with corporate and divisional management.
Human Resources and Compensation Committee
The responsibility of the Board for the succession planning process with respect to the appointment, training and monitoring of senior management is met through direct discussion at the Board meetings and through the activities of the Human Resources and Compensation Committee. The Board discusses on a regular basis the succession planning process.
The Board and the Human Resources and Compensation Committee periodically review the compensation of directors and, effective January 1, 2003, revised the directors' compensation in light of the difficult market conditions facing the Corporation.
Environmental and Safety Committee
The Board through the Environmental and Safety Committee oversees the Corporation’s performance in environmental and safety matters and monitors compliance with regulatory and corporate standards in the Corporation’s operations.