1 The Role of the Board of Directors in Setting Strategy in the Smaller Firm. K. B. Jensen School of Business Management Ryerson University This paper appeared in R. W. Y. Kao, Small Business Management, Dryden Canada, 1992.
2 A board of directors is a legal requirement for an incorporated company. For the small, privately owned company, this usually means that the founder and perhaps a family member make up the board, or that the board consists of the shareholders and/or a few friends. The annual meeting generally involves a good lunch, maybe a review of the financial statements, then back to work having had an enjoyable time. The board, in effect, is used only as a nominal body to support the owner s proposals. Given that theoretically a board of directors is charged with looking after the organization s long term future, this potential asset seems very underutilized. The smaller, private company is charting a course in an environment that is increasing in turbulence and becoming less stable. The winds of change can fill your sails or blow you off course. The changing times underline the importance of a dedicated board or advisory group. Running a small company has been described many times as a lonely job. The entrepreneur is, by definition and character, a loner and a doer. There is rarely time for reflection and long range thinking in the daily events of the chief executive officer of a smaller company. However, size unfortunately does not mean that many tasks and challenges are eliminated; they just take on a different dimension. What might seem to be a routine decision in a larger company may take on a greater significance in the smaller business, and may consume much more time for the manager or chief operating officer. Many decisions in the smaller company take on the characteristic of a bet your company issue (Hampson, 1989). Owner/managers often seem reluctant to share the planning of strategies with others, and often these plans exist only in a thinking stage. As a business grows, the need for information, dialogue, sharing knowledge, planning, and delegation increases. A properly constituted board or advisory board is one body the owner/manager can turn to for advice and assistance. A board can offer the owner/manager a much needed source of guidance in developing a long run strategy. The board should be both a catalyst and a working partner in developing the organization s strategy. The Board or Advisory Board Basically, there are two possible routes: either a formal (legally constituted) board of directors, or an advisory board, group, or council (without the legal rights, obligations, and liabilities). The latter structure has also been labeled a quasi-board. An advisory board fulfils many of the functions of a conventional board. Harold Fox, in a Harvard Business Review article, sets out the differences in table form. Exhibit 1 shows his comparison between the two types of boards.
3 Exhibit 1: Conventional boards vs. quasi-boards Conventional 1. Accountable to numerous interests for corporate conduct. 2. Have or need director s liability insurance. 3. Required to make certain public disclosures. 4. Spend an average of 122 hours annually on board duties (survey of 576 major companies). 5. Select or dismiss the president. 6. Represent the stockholders. 7. Elected by stockholders for stated term. 8. Nominated because of respected position in the business world, pliability, or being a symbol of hitherto unrepresented group, as well as prudence and diligence. 9. Comply with legal requirements. 10. Evaluate performance of CEO and key executives. 11. Review and approve major corporate objectives, policies, budgets, and strategies as initiated by CEO. 12. Monitor the company s financial structure. 13. Monitor, review and appraise management. 14. Monitor, review, and appraise management s decisions and plans, management development and employee relations. 15. Serve individually as advisors to the president and, with his or her approval, to others in the company. 16. Monitor the company s performance. 17. Assume responsibility for management of the board. 18. Review document of board responsibilities periodically. 19. Ensure company s compliance with all national, international, foreign, state, and local laws affecting the enterprise. 20. Do not usually arbitrate quarrels. Not accountable. No such need. Quasi No such requirements. Spend an average of 30 hours annually (survey of 10 owner-managed companies). No such power. No such representation. Appointed by owner-manager who determines tenure. Selected for prudence and diligence. No special requirements. Yes, evaluate performance. Yes, plus take some initiatives. Yes, monitor financial structure. Provide opinion but lack authority. Yes, monitor, review, and appraise. Yes, advise. Yes, monitor company s performance. No such responsibility. No such review. No such function. Arbitrate quarrels that threaten company s existence. Source: Harold W. Fox, Quasi-boards: Useful Small Business Confidants, Harvard Business Review, January-February 1982.
4 As can be seen, the operational differences are minimal. The legal differences are significant, especially in terms of the directors liability, which may discourage individuals from becoming directors. The liability question can be resolved partially by insurance or indemnity clauses to protect the directors. This may prove expensive for the company and has spurred the growth of advisory or quasi-boards. It seems unlikely that advisory groups could be held liable for company actions, although there are no test cases on this topic. An advisory group may be less threatening to management and may therefore be a better working partner for the smaller company. The author will use the term board to include both advisory and conventional boards. The interest is in developing a body of persons to help guide the company, independent of the legal aspects. The Duties of the Board The following sets out the duties of the board: 1. Goals, Policy, and Strategy Determination The board is responsible for the goals of the organization. Although these goals may be formulated by management, the board has the obligation to explore, question, and approve both the short and long term goals of the organization. The board has responsibility for policy decisions. Policy governs the manner in which an organization carries out its goals. The board must set the strategic direction of the organization. This includes ensuring that the organization has a long term strategic plan which recognizes the threats and opportunities in the environment. 2. Budgeting The board is responsible for evaluating and approving the budget. Once the budget is approved, the board has an obligation to assure itself, in periodic reports, that all is going as outlined in the original budget. The board has a responsibility to ensure that the organization remains in a healthy financial position. 3. Human Resources The board is responsible for reviewing the organization s human resource needs to ensure that these resources are adequate to carry out the organization s goals. 4. Delegating The board must delegate operational duties to its chief operating officer, and from time to time to various committees appointed by the board.
5 5. Controlling The board must ensure that the organization s information systems are adequate to monitor performance and to provide input into board and management decisions. 6. Auditors* 7. Ethics The board recommends the appointment of auditors. In considering its responsibility, the board must balance the interests of the stakeholders. 8. By-laws* The board must review the by-laws from time to time and make changes when appropriate. 9. Annual Meeting and Annual Report* It is the duty of the board to prepare an annual report and to plan the annual meeting. 10. Growth Board members should initiate ideas and proposals that will promote the purpose of the organization. *Legally constituted board only. The board s function is clearly not to manage, but to be involved in the larger issues of the mission and purpose of the organization, the monitoring of results, budgets, and major decisions. The Director s View In a recent survey of 100 CEOs of Canada s largest companies on board issues, the following key views were found (Arnold/O Callaghan, 1988): 1. An activist board is a key corporate asset. 2. Outside directors should have direct access to line managers. 3. The CEO should not be chairman of the board. 4. Talent is becoming scarce. 5. Outside directors should be dominant.
6 6. Stakeholder representatives get mixed reviews. 7. Directors compensation is on the rise. 8. Pay for performance is not the answer. 9. Director stock ownership desirable, but not essential. 10. Non-contributors must go. Although these views are those from very large companies, most of the points hold equally true for the smaller, private company. The Board and Strategy The board has a pivotal role when it comes to company strategy. Firstly, the board must ensure that the company has a strategy, and that it is the proper strategy for now and the future. Secondly, the board may have to initiate the development of a long run strategy and may have to become involved in the further development of this strategy. Kenneth Andrews (1980), when writing about the board s responsibility, states: A responsible and effective board should require of its management unique and durable corporate strategy, review it periodically for its validity, use it as a reference point for all other board decisions and share with management the risk associated with its adoption. Andrews was addressing the very large organization, but his views hold equally true for the smaller firm, with one exception; that is, there may not be the depth of management available in the smaller company to develop strategy, and this role by default may fall to the board itself. The board, typically with a mix of inside and outside directors, may have to develop the long run strategy, either with or without outside help. If it is a large board, a strategic planning committee may be struck to tackle the task. The key point is that ultimately the board should be responsible for the organization s strategy. Performing this function is undoubtedly the most important role that the board should play in the future of the organization. Strategy is the balancing of the present and the future, of resources, and of opportunities or threats. It is a sensitive process for the board, albeit an important one. For the larger firm, the board s involvement is more as an appraiser, asking hard questions and evaluating strategy on an ongoing basis. In the smaller firm, it is difficult for the board not to be involved in the process. There are many strategic issues that only the board can deal with, the principle one centred around the organization s purpose, broad philosophy, mission, and broad objectives. The board of a smaller firm must go beyond being a body for sounding out ideas to become a board involved in the future dynamics of the organization. The board must accept, change and enhance the chief operating officer s vision, and the vision must flow into the long run strategy of the corporation. There are several reasons for board involvement in strategy: 1. The board must assure itself that a process is in place to develop strategy.
7 2. The board must develop a viewpoint for choosing among opportunities. 3. The board members must develop an understanding of the dynamics of both the organization and the industry. Knowledge and understanding of the environment in which the business operates preceeds intelligent decisions. 4. The board must evaluate the strategy of the corporation as it is developed. 5. The board will eventually have to pass judgement on the outcome and the results of the strategy. Without involvement and knowledge, this becomes a meaningless act. 6. The board must, to some extent, share the risk and exposure of the chief operating officer and management. This sharing will create involvement and discipline, which in turn will produce a more valuable board contribution. The Board s Involvement Traditionally, boards are sounding or review bodies; however, in the smaller, privately owned firm, the board must be a part of the strategy process, perhaps not the whole board, but at least some of its members. The following illustrates one organization s struggle: The small organization was being threatened by a disappearing market and a financial loss, the worst of both worlds. The board set up a small strategic planning committee and charged them with developing a strategic plan within a certain time frame. The committee hired a consulting company to provide both content and process. On one hand, the consultant developed the data necessary for market and financial decisions, and on the other hand worked as a facilitator or process consultant with the strategic planning committee. Jointly, they developed a strategy for presentation to the board. The board discussed the strategy, accepted it, and it became the future path for the organization. A director cannot be effective unless he or she gets inside the company s concerns. There is no better way to understand the full depth of a problem than by getting involved. Board Members If the smaller, privately held firm is to achieve board involvement, it must choose the members of the board carefully. Selecting board members is a lottery and is becoming more difficult. You may start with a sound set of criteria, but find that there is no one who fits. A list of characteristics that should exist on the board of the smaller firm follows: 1. A person who has been a successful entrepreneur in his/her own right. This person has been through the process of growing a company. 2. A person who is committed to the success of the company. 3. A person who can lead the board.
8 4. A person who can be innovative and creative. 5. A person who has a particular skill that is valuable to the company. 6. A person who has a sense of humour there will be many instances when this will be needed. 7. A person who is action driven. 8. A person who has problem solving skills. 9. A person who can integrate, simplify, and create synergy. Many of these skills or characteristics can be found in one person. The important point is that these skills should exist at the board level. The following illustration demonstrates how a privately controlled company set up and used a board of advisors: Ontario Engineering Company Background Ontario Engineering is a distributor of engineering products. The Company started in 1945 by representing a British manufacturer; more lines from both Britain and the U.S. were added. Today, the Company represents 10 manufacturers and generated $10 million in revenue last year. Ontario Engineering has offices and warehouses in Toronto, Montreal, and Vancouver, and employs 40 people. The organizational structure is illustrated in Exhibit 2. Exhibit 2: Organizational Structure of Ontario Engineering Chairman of the Board President National Sales Manager Vice President-Finance Toronto Vancouver Montreal Manager Manager Sales Sales Sales Inventory Programming A few years ago, the Company reorganized its board of directors and senior management, which up to now had consisted of the president s friends. The meetings were more an excuse for a good lunch than anything else. The new president set up a legal board
9 consisting of the three shareholders of the company. The shareholders would meet on legal matters and in order to conform to the requirement of the Corporations Act. The president also set up a board of advisors consisting of the chairman, the president, the vice-president, the vice president finance, the auditor (a senior partner in an accounting firm), a president of a very successful company, and a management consultant. The agenda for the inaugural meeting with the board of advisors was as follows: 9:00 am Introduction 9:30 am Company mission and the role of the advisory board 10:00 am Strategy and market assessment 11:00 am Discussion, questions, and ideas 12:30 pm Lunch 2:10 pm Monthly management report and finances 3:00 pm Ideas 3:30 pm Adjourn The documents were sent to the board of advisors beforehand. One of the documents was a consultant s recent market report on the current products and the other a suggested strategy for Ontario Engineering, also prepared by a consultant. At the start of the session, the president addressed the meeting and outlined the role that he saw for the board of advisors: 1. To broaden the point of view of the Company. 2. To energize the organization. 3. To suggest and recommend. 4. To bring specialized knowledge to bear on issues. 5. To ask a lot of questions. 6. To provide answers for questions from management. 7. To look for things going wrong. After this, the board reviewed and discussed the Company s mission to see if it was still relevant for today, evaluated the proposed strategy, and made changes and suggestions. The market assessment report was tabled, discussed, and related to the future of the organization. After lunch, the previous year s financial results were reviewed. In order to evaluate the success of the new advisory board, five members were asked for their comments on the meeting one week later. Exhibit 3 outlines the feedback. Clearly, Ontario Engineering is starting to use the board effectively and to involve them in strategy. (Subsequently, Ontario Engineering added one more advisor, a human resource consultant, to provide the people dimension to the board.)
10 Exhibit 3 Ontario Engineering Board of Advisors Meeting Feedback President - Too much detailed discussion. - Some irrelevancies. - Insufficient discussion on strategy. - Too unstructured. - Recommendation: Have a meeting to structure meeting. V.P. Finance - First half (am) on track. - Meeting dragged into detail. - Meeting should have taken place earlier in the year. - Better then previous board meetings. - More planning. Outside Director - Good meeting on marketing aspects. - Good comments. - Good guiding. - Previous meetings were mainly financial in nature and budget. - Quasi boards should not approve things. - Papers, etc. should be issued beforehand. Outside Director - Good meeting. - Board can help in nuts and bolts. - Much better than previous meetings. Less dictatorial and less self-justification. - President seeks serious advice. Outside Director - Good discussion of strategy. - Board received an understanding of external and internal environment. - Board became a true advisory body. - Avoided detailed financial discussion of the past. - Focus on the future.
11 Bibliography 1. K. R. Andrews, Director s Responsibility for Corporate Strategy, Harvard Business Review, November-December, H. J. Arnold, P. O Callaghan, The New Board of Directors: A Survey of Canadian Chief Executive Officers, Business Quarterly, Summer, Harold W. Fox, Quasi-boards: Useful Small Business Confidants, Harvard Business Review, January-February, A. Hampson, Small Firm Directors Different Breed, Financial Post, January 24, 1989.
DIRECTORS OF OWNER MANAGED COMPANIES: MANAGING THEIR ROLE, DUTIES AND LIABILITIES Phil Thompson Business Lawyer, Corporate Counsel www.thompsonlaw.ca The subject of directors roles, duties and liabilities
INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES Effective January 9, 2015 These principles have been adopted by the Board of Directors (the "Board") of Integrated Silicon Solution, Inc.
GOVERNANCE GUIDELINES 1. INTRODUCTION A. The board of directors (the "Board'') of Morguard Corporation (the "Corporation'') believes that the principal objective of the Corporation is to generate economic
SUN LIFE FINANCIAL INC. CHARTER OF THE BOARD OF DIRECTORS This Charter sets out: 1. The duties and responsibilities of the Board of Directors (the Board ); 2. The position description for Directors; 3.
CORPORATE GOVERNANCE GUIDELINES (Adopted as of June 2, 2014) The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Arista Networks, Inc.
CHARTER OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS OF BLACKBERRY LIMITED AS ADOPTED BY THE BOARD ON MARCH 27, 2014 1. AUTHORITY The Audit and Risk Management Committee (the "Committee")
CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended as of June 13, 2014) 1. The Role of the Board of Directors The Board of Directors is responsible for the oversight of the Corporation
The following Guidelines for Corporate Governance have been adopted by the Board of Directors ( Board ) of MAXIMUS, Inc. (the Company ) to serve as a guide for the exercise of the Board s responsibilities.
Charter of the Audit Committee of the Board of Directors Dated as of April 27, 2015 1. Purpose The Audit Committee is a committee of the Board of Directors (the Board ) of Yamana Gold Inc. (the Company
CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) The Board of Directors (the Board or individually Director ) of Symantec Corporation (the Company ) represents the interests
Board Mission and Responsibilities Mission Statement The Company s primary objective is to maximize stockholder value, while adhering to the laws of the jurisdictions within which it operates and observing
Documents and Policies Pertaining to Corporate Governance 3.1 Charter of the Board of Directors IMPORTANT NOTE Chapter 1, Dream, Mission, Vision and Values of the CGI Group Inc. Fundamental Texts constitutes
Responsibility of the Board KAISER ALUMINUM CORPORATION CORPORATE GOVERNANCE GUIDELINES The primary mission of the Board of Directors of the Company is to advance the interests of the Company s stockholders
Corporate Governance Guidelines A. Introduction The Board of Directors (the Board ) of (the Company ) has adopted these corporate governance guidelines to provide a framework within which the Board may
GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company
Approved by ALLETE Board of Directors on October 25, 2013 ALLETE, Inc. Board of Directors Corporate Governance Guidelines Approved by ALLETE Board of Directors on October 25, 2013 BOARD ROLES AND RESPONSIBILITIES...
ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Advanced Drainage Systems, Inc. (the Company
COHERENT, INC. Board of Directors Governance Guidelines Effective: December 12, 2013 1. Mission of the Board The Board of Directors (the Board ) has the ultimate responsibility for the well being of the
MARINA BIOTECH, INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The Board of Directors (the "Board") of Marina Biotech, Inc. (the "Company"), which is elected by the stockholders, is
ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014) 1. Director Qualifications A majority of the members of the Board of Directors (the Board ) of Oracle Corporation ( Oracle ) must qualify
CORPORATE GOVERNANCE GUIDELINES WD 40 COMPANY The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of WD 40 Company (the Company ) to
BURLINGTON STORES, INC. BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the Board ) of Burlington Stores, Inc. (the Company ) has developed and adopted these Corporate
INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES A. The Roles of the Board of Directors and Management 1. The Board of Directors The business of Invitae Corporation (the Company ) is conducted under
Management Development and Compensation Committee Charter March 4, 2015 Purpose The Management Development and Compensation Committee (the Committee ) is appointed by the Board and elected by the Shareholders
JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES Jason Industries, Inc. (the Company ) is committed to developing effective, transparent and accountable corporate governance practices. These Corporate
AUDIT COMMITTEE TERMS OF REFERENCE 1. Purpose The Audit Committee will assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities. The Audit Committee will review the financial
ROLE OF THE BOARD OF DIRECTORS POST HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES The responsibility of the Board is to supervise and direct the management of the Company in the interest and for the benefit
YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE (Effective October 27, 2015) Delaware law states that the business and affairs of YRC Worldwide Inc. (the Company ) shall be managed by or under the
CORPORATE GOVERNANCE GUIDELINES OF AUTOLIV, INC. Amended as of May 5, 2014 The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Autoliv Inc. (the Company
PDC Energy, Inc. Corporate Governance Guidelines As Amended June 4, 2015 The Board of Directors (the "Board") of PDC Energy, Inc. ( PDC or the Company ) has adopted these guidelines to promote the effective
Office of the Regulator of Community Interest Companies: information and guidance notes Chapter 9: Corporate Governance MARCH 2013 Contents 9.1. Role of Directors and Members...3 9.1.1. Corporate Governance
May 2014 Document History and Version Control Document History Document Title: Board Charter Document Type: Charter Owner: Board [Company Secretary] Description of content: Corporate Governance practices
Corporate Law & Accountability Report Reproduced with permission from Corporate Accountability Report, 23 CARE, 2/4/16. Copyright 2016 by The Bureau of National Affairs, Inc. (800-372-1033) http://www.bna.com
ARDMORE SHIPPING CORPORATION AUDIT COMMITTEE CHARTER This Audit Committee Charter ("Charter") has been adopted by the Board of Directors (the "Board") of Ardmore Shipping Corporation (the "Company"). The
WSP GLOBAL INC. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES MARCH 2015 TABLE OF CONTENTS 3 WSP GLOBAL INC. 3 INTRODUCTION 3 A.BOARD RESPONSIBILITIES 3 B. EXPECTATIONS OF DIRECTORS 4 C. BOARD ORGANIZATION
BoardroomBasics Knowledge Resources for Health Care Governance Effectiveness Overview of Board Roles and Responsibilities INSIDE Major Board Functions 1 A Visionary Board 3 Eligibility Criteria 5 Bibliography
GODADDY INC. CORPORATE GOVERNANCE GUIDELINES Adopted as of February 3, 2015 The following corporate governance guidelines have been adopted by the Board of Directors (the Board ) of GoDaddy Inc. (the Company
Corporate Governance Guidelines of Trinseo S.A. SELECTION AND COMPOSITION OF BOARD OF DIRECTORS Selection of New Directors The board of directors should be responsible for selecting its own members for
INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Intrepid Potash, Inc. (the Corporation ) has adopted these Corporate Governance Guidelines as a framework to
16 CORPORATE GOVERNANCE [ TOYOTA S BASIC APPROACH TO CORPORATE GOVERNANCE ] Toyota s top management priority is to steadily increase shareholder value over the long term. Further, our fundamental management
CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY Adopted as of August 4, 2014 The Board of Directors (the Board ) of Tribune Publishing Company (the Company ) is elected by the stockholders
BOARD OF DIRECTORS CHARTER AMENDED MARCH 2016 1 BOARD OF DIRECTORS CHARTER OF WSP GLOBAL INC. (THE "CORPORATION") AMENDED MARCH 2016 A. PURPOSE The role of the board of directors of the Corporation (the
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Audit Committee ) is appointed by the Board of Directors (the Board ) of NVIDIA Corporation, a Delaware corporation
ABBVIE INC. GOVERNANCE GUIDELINES I. Director Independence and Qualifications... 1 II. Director Responsibilities... 2 III. Board and Committee Meetings... 3 IV. Board Committees... 3 V. Director Access
Ramsay Health Care Limited ACN 001 288 768 Board Charter Charter Approved by the Board of Ramsay Health Care Limited on 23 October 2012 Ramsay Health Care Limited ABN 57 001 288 768 Board Charter Contents
VALENER INC. ( Valener or the Company ) CORPORATE GOVERNANCE POLICY (Policy approved by the Board of Directors on November 18, 2010) 1. PREAMBLE The Canada Business Corporations Act and the Company s General
BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) INTRODUCTION The Board of Directors (the Board ) of Benchmark Electronics, Inc. (the Company
CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. The Board of Directors (the Board ) of PBF Energy Inc. (the Company ) has adopted the following Corporate Governance Guidelines and Principles
Audit Committee Charter Altria Group, Inc. Membership The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Altria Group, Inc. (the Company ) shall consist of at least three directors
CORPORATE GOVERNANCE GUIDELINES Introduction The Board of Directors of Rocket Fuel Inc. has established these Corporate Governance guidelines to provide a framework within which our directors and management
A Great Place to Grow Shop Work Invest CORPORATE GOVERNANCE POLICIES AND PROCEDURES 2002 Sears Canada Inc. TABLE OF CONTENTS INTRODUCTION Mission, Vision and Values... 3 Corporate Governance... 4 BOARD
CANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL Approved by the Board of Directors on March 2, 2004 and last updated as at March 10, 2015 DOCSMTL: 118334\63 TABLE OF CONTENTS 1. OVERVIEW...
Corporate Governance Guidelines of Apartment Investment and Management Company Adopted as of March 8, 2004 (last updated July 2010) Corporate Governance Guidelines of Apartment Investment and Management
The Container Store Group, Inc. Corporate Governance Guidelines (As of October 2013) The Board of Directors (the Board ) of The Container Store Group, Inc. (the Company ) has adopted these corporate governance
Understanding Corporate Governance Canadian Corporate Counsel Association National Conference April 19, 2015 Matthew Merkley, Partner Blake, Cassels & Graydon LLP Corporate Governance Topics of Discussion
FUNCTION (X) INC. (the "Company") CORPORATE GOVERNANCE GUIDELINES Director Qualifications A majority of the members of the Board of Directors must meet the criteria for independence required by the NASDAQ
Guidance Note: Corporate Governance - Board of Directors March 2015 Ce document est aussi disponible en français. Applicability The Guidance Note: Corporate Governance - Board of Directors (the Guidance
CINTAS CORPORATION Corporate Governance Guidelines As Revised Through March 18, 2014 The Board of Directors (the Board ) and the Nominating and Corporate Governance Committee of Cintas Corporation (the
HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK Main Responsibilities: CHARTER ~~ Responsible for Management s Performance Evaluation, Compensation and Succession Planning
XCEL ENERGY INC. Governance, Compensation and Nominating Committee Charter (Reviewed without Amendment 12/15/2010. Last Amended 2/17/2010) A. Purpose and Responsibility. The Governance, Compensation and
Directors and officers liability best practices guidelines DIRECTORS AND OFFICERS LIABILITY BEST PRACTICES GUIDELINES INTRODUCTION A continuing challenge to all business is the efficient functioning of
THE GAP, INC. CORPORATE GOVERNANCE GUIDELINES (As of February 1, 2015) The board has developed corporate governance practices to help fulfill its responsibility to the shareholders. These practices are
Corporate Governance Guidelines of IMS Health Holdings, Inc. SELECTION AND COMPOSITION OF BOARD OF DIRECTORS Size of the Board Our charter and by-laws provide that the board of directors consist of not
I. INTRODUCTION LEGG MASON, INC. CORPORATE GOVERNANCE PRINCIPLES The Board of Directors (the Board ) of Legg Mason, Inc. (the Company ) has adopted these Corporate Governance Principles (the Principles
CORPORATE GOVERNANCE Rood Testhouse International N.V. (hereinafter referred to as RoodMicrotec) considers the application of the Dutch Code of Corporate governance (hereinafter referred to as the Code)
Approved April 21, 2014 Compensation Committee Charter Compensation Committee A. Purpose The Compensation Committee (the " Committee") of the Board of Directors (the Board ) of The York Water Company (the
BOARD OF DIRECTORS MANDATE Board approved: May 7, 2014 This mandate provides the terms of reference for the Boards of Directors (each a Board ) of each of Economical Mutual Insurance Company ( Economical
Corporate Governance Statement Mesoblast Limited (the Company or Mesoblast) and its Board of Directors (the Board) are committed to implementing and achieving an effective corporate governance framework
CORPORATE GOVERNANCE AND THE ROLE OF MANAGEMENT Dr. Tariq Hassan Dr. Ishrat Husain, Honorable Governor, State Bank of Pakistan Mr. Javed Iqbal, President, Management Association of Pakistan Distinguished
ROLE AND MEMBERSHIP The Human Resources Committee (the Committee") shall, except with respect to its functions pertaining to any long term incentive plan of CAE Inc. (the Company ) and except as provided
BOARD OF DIRECTORS HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE The Human Resources and Compensation Committee The by-laws of Suncor Energy Inc. (Suncor) provide that the Board of Directors (Board)
SELECT MEDICAL HOLDINGS CORPORATION SELECT MEDICAL CORPORATION AMENDED AND RESTATED COMPENSATION COMMITTEE CHARTER (Reviewed and Adopted on February 18, 2015) SELECT MEDICAL HOLDINGS CORPORATION SELECT
Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines Over the course of Blue Cross and Blue Shield of North Carolina s ( BCBSNC or the Company ) history, the Board of Trustees (the
AUDIT COMMITTEE CHARTER THE BOARD OF DIRECTORS OF ALLIANCE SEMICONDUCTOR CORPORATION PURPOSE The Audit Committee (the Committee ) of Alliance Semiconductor Corporation (the Company ) is chartered to oversee
ADEPTUS HEALTH INC. CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the Board ) of Adeptus Health Inc. (the Company ) has adopted these corporate governance guidelines, which describe
APPENDIX A Draft Recognition Order Conditions Definitions 1. For the purposes of this order: Exchange means the TSX Venture Exchange Inc.; Maple clearing agency means any clearing agency owned or operated
MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES (Adopted by the Board of Directors on April 6, 2007) The following guidelines have been approved by the Board of Directors (the Board ) of
Effectively Creating and Leveraging a Board of Directors for Privately Held Companies Background The board of directors is a term that strikes fear into the hearts of most management teams. It is the group
This document is a translation of the Japanese language original prepared solely for convenience of reference. In the event of any discrepancy between this translated document and the Japanese language
A Guide to Corporate Governance for QFC Authorised Firms January 2012 Disclaimer The goal of the Qatar Financial Centre Regulatory Authority ( Regulatory Authority ) in producing this document is to provide
CHARTER OF THE AUDIT COMMITTEE OF POLARIS MINERALS CORPORATION As Approved by the Board of Directors on December 20, 2005, as amended as of March 18, 2008 DM_VAN/258296-00036/6412418.1 POLARIS MINERALS
WHOLE FOODS MARKET, INC. Corporate Governance Principles, Board of Directors' Mission Statement & Role Definition Effective September 6, 2012 1. Role and Composition of the Board of Directors. 1.1. Role
TERMS OF REFERENCE BOARD OF DIRECTORS Roles and Responsibilities The principal role of the Board of Directors (the Board ) is stewardship of the Company with the creation of shareholder value, including
CORPORATE GOVERNANCE Brunel International s understanding of corporate governance is based on applicable laws, the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock
The Rubicon Project, Inc. Corporate Governance Guidelines These Corporate Governance Guidelines reflect the corporate governance practices established by the Board of Directors (the Board ) of The Rubicon