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The Board of Directors is currently made up of 11 members. The Board has
concluded that all directors are independent, as determined by criteria
outlined in Canadian securities disclosure rule NI 58-101, with the exception
of Michael T. Waites, President and Chief Executive Officer of the Company, and
Douglas W.G. Whitehead, the former President and Chief Executive Officer.
To ensure that the Board functions independently from management, the Company
has adopted a number of additional practices including:
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separating the role of Chairman of the Board (currently Douglas W.G. Whitehead)
and Chief Executive Officer (currently Michael T. Waites)
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appointing John M. Willson as Lead Director, given that Mr. Whitehead is the
former President and Chief Executive Officer
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convening an independent director-only in camera session at every Board meeting
In addition, each year the Board (with the assistance of the Corporate
Governance Committee) formally reviews its own performance, as well as the
performances of: each committee of the Board, the Chairman of the Board, each
individual director (peer assessment), and the Chief Executive Officer.
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