HYDRO ONE GOVERNANCE AND CONTROL FRAMEWORK

Size: px
Start display at page:

Download "HYDRO ONE GOVERNANCE AND CONTROL FRAMEWORK"

Transcription

1 Filed: 0-- EB-0-0 Tab Page of HYDRO ONE GOVERNANCE AND CONTROL FRAMEWORK.0 OVERVIEW The Corporate Governance structure and Internal Control Framework of Hydro One Inc. provide assurance regarding Hydro One s effective and efficient operations, reliable financial reporting, and compliance with applicable laws and regulations. In the past few years, federal and provincial governments and regulators have moved decisively to increase the robustness and transparency of corporate governance, as well as expand the requirements for internal control and disclosure (for example, Ontario s Bill )..0 CORPORATE GOVERNANCE Corporate governance is the mechanism by which a corporation ensures independent oversight of management activities on behalf of the shareholder(s). For Hydro One Inc., the Board of Directors and its associated committees fulfill this objective, and provide direction and accountability to senior officers to prudently and ethically manage the company s business and affairs, as well as the review and/or approval of mission, goals and business objectives, organizational authorities and business plans. 0 The company s corporate governance structure is illustrated in Figure. Hydro One s Board and Senior Management committees are also described in detail below.

2 Updated: EB-0-0 Tab Page of Figure Hydro One Corporate Governance Province of Ontario Chair Board of Directors Human Resources & Corporate Governance Committee Audit and Finance & Investment- Pension Committee Regulatory and Public Policy Health, Safety and Environment Business Transformation Committee Strategy (Ad Hoc) Committee President and CEO Senior Management Committees. The Hydro One Board of Directors The Board is responsible for the stewardship of the company and the supervision of management of the business and affairs of Hydro One. The Board s accountabilities and responsibilities include development of the company s approach to corporate governance, approval of a strategic plan, oversight of corporate risk management, as well as oversight of the company s pension plan. The mandate of the Board is attached hereto as Attachment. The Board is elected by the sole Shareholder, the Province of Ontario, as represented by the Minister of Energy. By special resolution of the sole Shareholder dated April, 0, it was determined that the number of directors of the Corporation to be elected at each annual meeting of the sole shareholder is fourteen ().

3 Filed: 0-- EB-0-0 Tab Page of The Board has undertaken an independence assessment and determined that, except as noted below, all of Hydro One s current directors are independent and within the meaning of the rules adopted by the Canadian Securities Administrators. Although the Chair and the President and Chief Executive Officer are Board members, they are considered executive officers of the company. The Board has separated the roles of Chair and Chief Executive Officer. The prime responsibility of the Chair of the Board is to provide leadership to the Board and to enhance Board effectiveness. The Chair, as the presiding member of the Board, also ensures that the relationships between the Board, management, the shareholder and other stakeholders are effective, efficient and further the best interests of the company. The Chair also encourages input and significant participation of independent directors in the leadership of the company... Board Meetings 0 Directors hold regularly scheduled meetings at which members of management are not in attendance. Each Committee of the Board also holds regular in camera sessions without management present. As well, the Audit and Finance Committee regularly holds such sessions with the external auditors and with the internal auditor. All of these sessions encourage open and candid discussion among the directors including the independent directors. A copy of the 0 Board and Committee meeting Schedule is attached as Attachment... Orientation and Continuing Education Hydro One s The Director Orientation and Continuing Education Program was established in accordance with the principles set out in the Business Corporations Act

4 Updated: EB-0-0 Tab Page of (Ontario), National Policy -0: Corporate Governance Guidelines, under the mandate of the Board and the mandates of the Corporate Governance and Audit and Finance Committees. The Director Orientation and Continuing Education Program consists of two elements: the New Director Orientation Program and the Continuing Director Education Program. The New Director Orientation Program consists of a Hydro One Directors Guide, which is made available electronically to all new directors upon joining the Board to provide them with an overview of the key organizational, financial, regulatory, and operational aspects of our company. The Directors Guide also contains information on the structure of the Board and its committees, committee mandates and general information on a director s obligations. In addition, new directors receive orientation sessions with the Chair, the President and Chief Executive Officer and members of the senior management team as well as tours of our company s facilities. The orientation sessions familiarize directors with Hydro One s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Pension Plan and the directors obligations as plan fiduciaries, and the Code of Business Conduct. 0 The Continuing Director Education Program is included on an ongoing basis, as part of regular Board and Committee meetings and the Program includes information briefings, presentations and updates from senior management on relevant topics related to our company s business. These information items are either suggested by management or may be requested by members of the Board. As well, directors receive information from management in response to any actions arising at a board meeting or otherwise. The Continuing Director Education Program also requires reviewing articles and other information from relevant publications forwarded to directors for their information, visits to Hydro One facilities, and attendance at industry events, conferences and seminars where relevant to their duties.

5 Updated: EB-0-0 Tab Page of. Committees of the Board of Directors The Board discharges its responsibilities both directly and through its Committees each of which were established to address specific areas and accountabilities. However, the Board retains its oversight function and ultimate accountability for all matters delegated to committees. Recently, at the Board of Directors meeting of May, 0, the Board approved an amended Board Committee Structure and Membership. The main changes include the establishment of an adhoc Strategy Committee, the merger of the Audit and Finance and Investment Pension Committee and the merger of the Human Resources Committee and the Corporate Governance Committee. The mandate of the new Strategy Committee will be developed and submitted for review and recommendation to the Board for approval at the Board meeting following the first meeting of the Committee; and the mandates of the two new merged Committees will be amended and submitted to the Board for approval at the August, 0 Board meeting. 0 As at May, 0, the Committees of the Board are the Human Resources & Corporate Governance Committee, the Audit and Finance & Investment Pension Committee, the Regulatory and Public Policy Committee, the Health, Safety and Environment Committee the Business Transformation Committee, and the ad hoc Strategy Committee.. The function of these committees is described in the following sections and copies of the mandates of the former Human Resources, Corporate Governance, Audit and Finance and Investment Pension Committees, as well as the mandates of the current Regulatory and Public Policy, Health, Safety and Environment and Business Transformation Committees are attached as Attachment.

6 Updated: EB-0-0 Tab Page of.. Human Resources & Corporate Governance Committee The Human Resources & Corporate Governance Committee reviews the appropriateness of current and future organizational structures, succession plans for corporate and divisional officers and it conducts an annual review of the Code of Business Conduct. The Committee also reviews and approves base salary levels, base salary funding increases and funding for short term incentives. The Committee also acts as the nominating committee for the Hydro One Board of Directors. It recommends director candidates, committee assignments, director compensation and corporate governance policy for Committees and the Board as a whole. The Committee reviews the general and specific criteria applicable to candidates to be considered for nomination to the Board. The objective of this review is to maintain the composition of the Board in a way that provides the best mix of skills and experience to guide the long-term strategy and ongoing business operations of the company. In addition, the Committee undertakes an annual evaluation of the Board and makes recommendations on modifications of the evaluation process. Other obligations include, performing an annual review of the mandates of each Committee of the Board and subsidiary Boards, recommending issues for discussion at Board meetings and monitoring the quality of management s relationship with the Board. The Committee is composed of independent directors.

7 Updated: EB-0-0 Tab Page of.. Audit and Finance & Investment-Pension Committee The Audit and Finance & Investment-Pension Committee is responsible for overseeing the integrity of accounting policies and financial reporting, internal controls, auditing practices, financial risk exposures, financial compliance, ethics policies for Hydro One Inc. and its subsidiaries and assists the Board of Directors in fulfilling its oversight accountabilities in all matters related to the Hydro One Pension Plan and the Hydro One Pension Fund. Specifically, the Committee makes recommendations regarding financial objectives, plans and the financial risk management strategies of the company. It is accountable for reviewing and recommending to the Board approval of: interim and annual audited consolidated financial statements; management discussion and analysis disclosures; and financial statements in debt securities offering documents and other related matters. 0 In addition, the Committee reviews the internal audit procedures of the company and advises the Board on its auditing practices and procedures, selects and oversees the work of external auditors and confirms that internal controls are adequate. The Committee also conducts annual reviews (more frequently if deemed necessary) of anonymous complaints brought forward under the Code of Business Conduct. All members of the Committee are independent and financially literate. At least one member of the Committee is an audit committee financial expert within the meaning of applicable U.S. federal securities laws. The Committee is composed of independent directors.

8 Updated: EB-0-0 Tab Page of.. Regulatory and Public Policy Committee The Regulatory and Public Policy Committee monitors the company s compliance with regulatory requirements and related risks and ensures that management is effectively managing those risks. The Committee is responsible for reviewing management's regulatory proposals for transmission and distribution rate applications and the status of outstanding applications. The Committee further identifies, assesses and provides advice to the Board on public affairs issues that may have a significant impact on the company. The Committee is composed of independent directors... Health, Safety and Environment Committee 0 The Health, Safety and Environment Committee is responsible for reviewing and ensuring compliance with occupational health, safety and environment legislation, policies, standards and programs. It annually reviews the company's state of readiness to respond to crisis situations, as well as reports of any occupational accidents. This Committee plays an advisory role with respect to changes or additions to environmental policies, standards, accountabilities and programs, and recommends such to the Board for approval. It may also review other health, safety and environment matters, including public health and safety, as appropriate. The Committee is composed of independent directors.

9 Updated: EB-0-0 Tab Page of.. Business Transformation Committee The Business Transformation Committee is responsible for assisting the Board of Directors in its oversight of matters related to the company s Cornerstone Project, the Advanced Distribution System and Continuous Innovation Strategy. In 0, the Committee s mandate was further amended to include oversight accountability for all matters related to the planning, development and implementation of major transmission system or distribution projects. The Committee is composed of independent directors... Strategy Committee (Ad Hoc) The Strategy Committee s function is to assist the Board of Directors in fulfilling its responsibilities for the Strategic Direction of the Corporation in response to the establishment of the Premier s Advisory Council on Government Assets. The Committee is composed of a majority of independent directors..0 SENIOR MANAGEMENT COMMITTEES 0 Prudent decision-making and business transparency are supported by three key senior management committees: Executive Committee, Management Pension Committee, and Disclosure Committee.. Executive Committee This committee is a decision-making body established to review and approve business plans, capital projects and investments, key operating decisions, regulatory filings, labour strategy, financial performance indicators and other items as required. The Executive Committee also reviews all project approvals prior to going to the Hydro One Board.

10 Filed: 0-- EB-0-0 Tab Page of. Management Pension Committee The Management Pension Committee is responsible for approving appropriate pension policies, standards and programs and for ensuring compliance with all applicable legislation, policies and standards.. Disclosure Committee The Disclosure Committee operates under the mandate that communications to the public should be timely, factual and accurate and broadly disseminated in accordance with all applicable legal and securities regulatory requirements in Canada and the United States. The committee meets quarterly to review consolidated financial statements and management s discussion and analysis disclosures, offering documents for debt securities, as well as risk assessments prepared for credit rating agencies and the government..0 INTERNAL CONTROL FRAMEWORK 0 Internal controls ensure the company achieves its mission and goals, by enabling management to deal with rapidly changing economic and competitive environments, customer demands and priorities, and restructuring for future growth. Internal controls promote efficiency, reduce risk of asset loss, and help ensure the integrity and reliability of financial statements and compliance with laws and regulations. Hydro One Inc.'s Internal Control Framework has five components: the Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring. The framework addresses the elements of each component at the subsidiary (Board) level, corporate (senior management) level and operational (local) level. The

11 Filed: 0-- EB-0-0 Tab Page of framework is consistent with accepted external standards and control criteria set out by standard setting bodies such as the Canadian Institute of Chartered Accountants and the US Committee of Sponsoring Organizations. Key components of the framework are described in more detail in the following sections.. The Control Environment The "Control Environment" refers to direction and oversight from the top of the organization. The control environment component in the framework captures ethical and prudent financial management as established by the Board of Directors and senior management (see Section.0), and sets the tone for all financial and project management policies and practices established at lower levels. Regular education sessions on policies, processes and practices/procedures are provided to all staff... Ethical Business Conduct 0 The Board has adopted a written Code of Business Conduct (the Code ) and a Disclosure Policy. The Code sets out a comprehensive set of principles and expectations relating to ethical conduct, conflicts of interest and compliance with laws. The Code is part of Hydro One s internal control framework, an entity level control, and applies to all of Hydro One s directors, officers and employees including its subsidiary companies. The Code also applies to Hydro One s agents, consultants, contractors and business partners, to the extent feasible. The Code is posted on the corporate intranet site and on the external corporate website at A copy of the Code is attached as Attachment. The Code of Business Conduct requires all management employees to sign an annual compliance form to document that they have read, understood and complied with the

12 Filed: 0-- EB-0-0 Tab Page of Code, and that all conflicts or potential conflicts of interest have been disclosed. The Corporate Ethics Officer ensures that this process is performed on a timely basis and that a compliance register is maintained and submitted to the President and CEO of Hydro One Inc. Lastly, individual annual performance contracts of management employees are intended to capture the understanding between a manager and a direct report as to expectations and accountabilities and the means by which such performance results will be measured and achieved. The Hydro One Ethics Officer is accountable for making sure that the appropriate actions are taken to investigate and resolve known or suspected violations of the Code, and for ensuring the tracking and reporting of all violations. The Board monitors compliance with the Code through the Human Resources Committee and the Audit and Finance Committee, to whom the Corporate Ethics Officer reports. The President and Chief Executive Officer is ultimately responsible for our company s compliance with the Code. Further, the Board abides by a Conflict of Interest Policy (see attachment ) which requires directors to exercise independent judgment when considering transactions and contracts in respect of which a director has a material interest.. Risk Assessment 0 "Risk Assessment" is the identification and analysis by management of the key risks to achieving the company's business objectives. This annual assessment provides the basis for business planning decisions. Programs that mitigate existing risks to acceptable residual levels, or provide mitigation for emerging risks, are captured in business plans. Risk assessment extends to individual investment decisions through the Investment Prioritization process (see, Tab, Schedule ) and its associated justification for Programs/Projects (Exhibit D, Tab, Schedule ). This process assesses whether

13 Filed: 0-- EB-0-0 Tab Page of any proposed solutions for a specific operational need will achieve a level of residual risk acceptable to senior management and the company s shareholders and customers. Projects and programs underway are regularly assessed for new and changing risks. Moreover, at the operational level, extensive emergency and contingency plans exist and are regularly tested and updated.. Control Activities "Control Activities" refers to the systems, policies and procedures that ensure management s objectives are achieved and risk mitigation plans are affected. Policies and procedures exist to govern annual, monthly and day to day operations at the business unit and local levels. The policies have been updated and focus on the core activities of transmission and distribution. Each revised policy has an issue date and last review date. In most locations, policies and procedures are available on internal web sites. More information on Hydro One s policies may be found in, Tab,... Authority Registers 0 One of the foundations of good control is the establishment of appropriate levels of authority for spending and other business decisions. The delegation and exercise of authorities are governed by Guiding Principles, the Code of Business Conduct, and policies and procedures. The approval of the business plans and budgets establish authorized spending levels. The budgeting and business planning process is a critical element of effective internal controls. Annually a budget and business plan are prepared and submitted to the Board for approval. The budget and business plan set the parameters of the company's activities for a specific fiscal period. More information on Hydro One s planning process may be

14 Filed: 0-- EB-0-0 Tab Page of found in, Tab, Schedule. Information on the Company s Investment Prioritization process and Project and Program approval process may be found in Exhibit A, Tab, Schedule and, Tab, Schedule, respectively. The Executive/Organizational Authority Registers (EAR/OAR) are a key element of the internal control framework of the Organization. The Executive Authority Register (EAR) delegates authorities from the Board to senior management. Organizational Authority Registers (OARs) exist at subsidiary and business unit levels to delegate authorities from senior management to business unit and local levels. The Inergi outsourcing agreement further provides approvals assigned by Hydro One to Inergi LP for specific transactions and spending levels.. Information and Communication 0 "Information and Communication" supports all other control components. Pertinent information must be identified, captured and communicated in a form and timeframe that enables staff to carry out their accountabilities safely, efficiently and productively. Communication occurs to all staff from the Chief Administration Officer and Chief Financial Officer and from the Vice President, Corporate Controller with respect to new or changed policies and procedures. Presentations on various internal control matters also occur regularly. Policies and procedures are posted on internal websites at most locations or are available in other formats.. Monitoring "Monitoring" is the oversight of internal controls by management or independent parties outside the process and the application of independent methodologies such as customized

15 Filed: 0-- EB-0-0 Tab Page of procedures or standard checklists, by employees within a process. Monitoring also includes assessing the quality of internal controls over time and implementing required changes. Management provides assurance with respect to internal controls and the validity of financial statements. This includes: information on legal claims; changes in accounting policies, practices, systems, and procedures that have occurred in the period; and financial accounting matters that could have a significant impact on financial statements. Management also provides assurance that internal control systems, policies and procedures are in place and functioning properly and financial statements are a true representation of the business. 0 Every month, each line of business is required to conduct a detailed review of financial results by comparing operating results to budgets and responding to variances if required. Project details with major accounts are reconciled monthly to source sub-systems and suspense accounts are also explained and reconciled. Monthly control reports related to key aspects of operations financial and project activity are prepared centrally and delivered to managers for review and follow-up action as appropriate. A month-end close schedule is established to ensure timely production of financial statements. In addition, compliance testing of key financial activities is performed. Compliance monitoring with respect to codes and policies is performed by multiple groups. Regulatory compliance is monitored by Regulatory Affairs (e.g. Affiliate

16 Filed: 0-- EB-0-0 Tab Page of Relationships Code: see, Tab, Schedule ). Internal Audit uses a risk-based audit approach for prioritizing audits and performs audits of areas of highest risk based on an annual program approved by the Hydro One Board s Audit and Finance Committee. Internal controls are reviewed on a recurring cycle, again linked to level of risk. Furthermore, regular review of all outstanding items from past audits is performed. Annual year-end audits are also conducted by Hydro One s external auditor. The outsourcing contract with Inergi LP requires that Inergi conduct an independent confirmation of the integrity of financial controls for all Hydro One transactions, and allows for auditing of processes and systems by Hydro One Internal Audit. Such audits are designed to assess the appropriate occurrence, proper measurement, completeness and accuracy of transactions and whether they were classified, described and disclosed in accordance with generally accepted accounting principles.

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS 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.

More information

Documents and Policies Pertaining to Corporate Governance

Documents and Policies Pertaining to Corporate Governance 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

More information

Immune Therapeutics. Corporate Governance Guidelines.

Immune Therapeutics. Corporate Governance Guidelines. Immune Therapeutics Corporate Governance Guidelines The Board of Directors has adopted these Guidelines in order to reflect the Company s commitment to good corporate governance. The Board believes that

More information

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P.

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Ferrellgas Partners, L.P. and its operating subsidiary, Ferrellgas, L.P., are limited partnerships

More information

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER 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

More information

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES 2014 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the Board ) is to promote the best interests of the Company through overseeing

More information

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company

More information

IMMUNOTEC INC. AUDIT AND DISCLOSURE POLICY MANAGEMENT COMMITTEE CHARTER AND WHISTLEBLOWER POLICY

IMMUNOTEC INC. AUDIT AND DISCLOSURE POLICY MANAGEMENT COMMITTEE CHARTER AND WHISTLEBLOWER POLICY IMMUNOTEC INC. AUDIT AND DISCLOSURE POLICY MANAGEMENT COMMITTEE CHARTER AND WHISTLEBLOWER POLICY ORGANIZATION There shall be a committee of the Board of Directors of the Corporation (the Board ) to be

More information

BOARD MANDATE. an Audit Committee, and a Governance, Nominating & Compensation Committee.

BOARD MANDATE. an Audit Committee, and a Governance, Nominating & Compensation Committee. BOARD MANDATE 1.0 Introduction The Board of Directors (the "Board") of Baja Mining Corp. (the "Company") is responsible for the stewardship of the Company and management of its business and affairs. The

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE 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

More information

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board

More information

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016 CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE As of August 4, 2016 The Board of Directors of CI Financial Corp. (the Company ) is responsible for the stewardship of the Company and in that regard has the

More information

AMR Corporation Board of Directors Governance Policies

AMR Corporation Board of Directors Governance Policies AMR Corporation Board of Directors Governance Policies The basic responsibilities of a Director of AMR Corporation (the Company ) are to exercise the Director s business judgment to act in what the Director

More information

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling

More information

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE This charter describes the role of the Board of Directors (the "Board") of Aimia Inc. (the "Corporation"). This charter is subject to the provisions of the

More information

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES 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

More information

MANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC.

MANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC. MANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC. MANDATE OF THE BOARD OF DIRECTORS OF STINGRAY DIGITAL GROUP INC. GENERAL 1. PURPOSE AND RESPONSIBILITY OF THE BOARD By approving this Mandate,

More information

CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS. (Effective February 28, 2013)

CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS. (Effective February 28, 2013) CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS (Effective February 28, 2013) 1. MISSION STATEMENT The Board of Directors (the Board ) of The Home Depot, Inc. (the Company )

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES INTRODUCTION These Corporate Governance Guidelines provide a framework of authority and accountability to enable the Board of Directors and management to make timely and

More information

Guidance Note: Corporate Governance - Board of Directors. March 2015. Ce document est aussi disponible en français.

Guidance Note: Corporate Governance - Board of Directors. March 2015. Ce document est aussi disponible en français. 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

More information

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES I. Board of Directors The business and affairs of the Corporation are managed under the direction of the Board of Directors. The Board represents the

More information

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC.

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. 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

More information

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014 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

More information

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines 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

More information

NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016

NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016 NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016 NCR s Board of Directors is elected by the stockholders to govern the affairs of the Company. The Board selects

More information

AUDIT COMMITTEE MANDATE

AUDIT COMMITTEE MANDATE AUDIT COMMITTEE MANDATE I. PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors of Encana Corporation ( the Corporation ) to assist the Board in fulfilling its oversight

More information

SANDVINE CORPORATION (the "Company") CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

SANDVINE CORPORATION (the Company) CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SANDVINE CORPORATION (the "Company") Section 1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Role and Purpose The Audit Committee is a committee of the Board of Directors. The function of the

More information

JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES

JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of Jaguar Mining Inc. (the "Corporation") places great importance on the maintenance of an accountable and effective

More information

CREDIT UNION CENTRAL OF CANADA NNUAL OVERNANCE REPORT

CREDIT UNION CENTRAL OF CANADA NNUAL OVERNANCE REPORT CREDIT UNION CENTRAL OF CANADA 20 13 NNUAL OVERNANCE REPORT CREDIT UNION CENTRAL OF CANADA The 2013 Board of Directors 2013 Annual Governance Report Daniel Burns, Chair Central 1 Credit Union Graham Wetter,

More information

Revised May 2007. Corporate Governance Guideline

Revised May 2007. Corporate Governance Guideline Revised May 2007 Corporate Governance Guideline Table of Contents 1. INTRODUCTION 1 2. PURPOSES OF GUIDELINE 1 3. APPLICATION AND SCOPE 2 4. DEFINITIONS OF KEY TERMS 2 5. FRAMEWORK USED BY CENTRAL BANK

More information

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ADVANTAGE OIL & GAS LTD. CHARTER

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ADVANTAGE OIL & GAS LTD. CHARTER OF ADVANTAGE OIL & GAS LTD. I. PURPOSE The primary function of the Audit Committee is to assist the Board of Directors (the "Board of Directors" or "Board") of Advantage Oil & Gas Ltd. ("Advantage" or

More information

TECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER

TECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER Page 1 of 7 A. GENERAL 1. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Teck Resources Limited ( the Corporation ) is to provide an open avenue of

More information

SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE

SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE 1. Introduction This charter (the Charter ) sets forth the purpose, composition, duties and responsibilities of the Audit Committee (the Committee ) of

More information

WSP GLOBAL INC. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES

WSP GLOBAL INC. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES 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

More information

MANDATE OF THE AUDIT COMMITTEE FOUNDERS ADVANTAGE CAPITAL CORP.

MANDATE OF THE AUDIT COMMITTEE FOUNDERS ADVANTAGE CAPITAL CORP. MANDATE OF THE AUDIT COMMITTEE FOUNDERS ADVANTAGE CAPITAL CORP. OBJECTIVES The Audit Committee has been formed by the board of directors (the "Board") of Founders Advantage Capital Corp. (together with

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines ROLE OF THE BOARD: The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of

More information

Audit and Risk Committee Charter. 1. Membership of the Committee. 2. Administrative matters

Audit and Risk Committee Charter. 1. Membership of the Committee. 2. Administrative matters Audit and Risk Committee Charter The Audit and Risk Committee (the Committee ) is a Committee of the Board established with the specific powers delegated to it under Clause 8.15 of the Company s Constitution

More information

COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER

COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Name COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER There shall be a committee of the Board of Directors (the "Board") of Aurcana Corporation (the "Company") known as the Governance and Compensation

More information

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15)

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15) The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 5/11/15) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors

More information

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES Purpose. The Board of Directors (the Board ) of T-Mobile US, Inc. (the Company ) has developed these corporate governance guidelines (the Guidelines )

More information

Corporate Governance Principles

Corporate Governance Principles Corporate Governance Principles I. Purpose These Corporate Governance Principles, adopted by the Board of Directors of the Company, together with the charters of the Audit Committee, the Compensation Committee,

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The following guidelines have been approved by the Board of Directors and, along with the charters of the Board committees, provide the framework for the governance of Darden

More information

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES The following are the corporate governance principles and practices of the Board of Trustees of Brandywine Realty Trust (the Company

More information

MORUMBI RESOURCES LTD. CORPORATE GOVERNANCE GUIDELINES

MORUMBI RESOURCES LTD. CORPORATE GOVERNANCE GUIDELINES 1 INTRODUCTION MORUMBI RESOURCES LTD. CORPORATE GOVERNANCE GUIDELINES 1.1 The Board of Directors (the Board ) of Morumbi Resources Ltd. ( Morumbi ) is committed to adhering to the highest possible standards

More information

METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES

METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES CORPORATE GOVERNANCE PRINCIPLES TABLE OF CONTENTS 1. OBJECT OF THESE CORPORATE GOVERNANCE PRINCIPLES 3 2. CODE OF ETHICS 3 3. BOARD RESPONSIBLITIES

More information

MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors

MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors I. Audit Committee Purpose The Audit Committee is appointed by the Board of Directors to assist the Board in

More information

STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. As amended by the Board of Directors on May 10, 2012

STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. As amended by the Board of Directors on May 10, 2012 STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE PURPOSE AND SCOPE As amended by the Board of Directors on May 10, 2012 The primary function of the Committee

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES (As amended and restated by the Board of Directors through October 2014) COMPOSITION OF THE BOARD OF DIRECTORS The Certificate of Incorporation of The Walt Disney Company

More information

CORPORATE GOVERNANCE FRAMEWORK

CORPORATE GOVERNANCE FRAMEWORK CORPORATE GOVERNANCE FRAMEWORK January 2015 TABLE OF CONTENTS 1. INTRODUCTION... 3 2. CORPORATE GOVERNANCE PRINCIPLES... 4 3. GOVERNANCE STRUCTURE... 5 4. THE BOARD S ROLE... 5 5. COMMITTEES OF THE BOARD...

More information

MACQUARIE TELECOM GROUP LIMITED AUDIT COMMITTEE CHARTER

MACQUARIE TELECOM GROUP LIMITED AUDIT COMMITTEE CHARTER MACQUARIE TELECOM GROUP LIMITED AUDIT COMMITTEE CHARTER Adopted by the Board: 3 April 2007 A. Introduction This charter governs the operations of the Audit Committee of Macquarie Telecom Group Limited.

More information

CANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL. Approved by the Board of Directors. on March 2, 2004. and last updated as at

CANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL. Approved by the Board of Directors. on March 2, 2004. and last updated as at 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...

More information

Chapter 5 Responsibilities of the Board of Directors Structure of the Board

Chapter 5 Responsibilities of the Board of Directors Structure of the Board Chapter 5 Responsibilities of the Board of Directors The Board of Directors is responsible for overseeing the work of the management to ensure compliance with policies, plans and budgets, as well as its

More information

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

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 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")

More information

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT The Board of Directors of The Depository Trust & Clearing Corporation ( DTCC or the Corporation ) is responsible

More information

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals:

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals: AMERICAN INTERNATIONAL GROUP, INC. CORPORATE GOVERNANCE GUIDELINES (Effective March 11, 2015) I. INTRODUCTION The Board of Directors (the Board ) of American International Group, Inc. ( AIG ), acting on

More information

AMBER ROAD, INC. CORPORATE GOVERNANCE GUIDELINES

AMBER ROAD, INC. CORPORATE GOVERNANCE GUIDELINES AMBER ROAD, INC. CORPORATE GOVERNANCE GUIDELINES The following have been adopted by the Board of Directors (the Board ), of Amber Road, Inc. ( Amber Road or the Company ) to promote the effective functioning

More information

CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY

CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY The Board of Directors is committed to achieving business success and enhancing longterm shareholder value while maintaining the highest

More information

Canada Media Fund/Fonds des médias du Canada

Canada Media Fund/Fonds des médias du Canada Canada Media Fund/Fonds des médias du Canada Statement of Corporate Governance Principles I. Introduction The Corporation s mandate is to champion the creation of successful, innovative Canadian content

More information

The ADT Corporation. Audit Committee Charter. December 2014

The ADT Corporation. Audit Committee Charter. December 2014 The ADT Corporation Audit Committee Charter December 2014 1 TABLE OF CONTENTS Purpose... 3 Authority... 3 Composition... 3 Meetings... 3 Responsibilities... 4 Financial Statements... 4 External Audit...

More information

POLICY MANUAL. Responsibility: Approved by: Last Approval Date:

POLICY MANUAL. Responsibility: Approved by: Last Approval Date: Page: 1 of 6 Section: SECTION F - Mandates Name: ATCO Audit & Risk Committee Responsibility: Approved by: Last Approval Date: Chair ATCO Audit & Risk ATCO Audit & Risk Committee February 23, Committee

More information

STATEMENT OF CORPORATE GOVERNANCE GUIDELINES

STATEMENT OF CORPORATE GOVERNANCE GUIDELINES STATEMENT OF CORPORATE GOVERNANCE GUIDELINES As Approved by the Board of Directors on October 10, 2005 and Amended on January 25, 2007, April 17, 2008, October 29, 2009, June 30, 2010, August 9, 2012,

More information

AMAYA INC. CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE CHARTER

AMAYA INC. CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE CHARTER AMAYA INC. CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE CHARTER PURPOSE The Corporate Governance, Nominating and Compensation Committee (the Committee ) is a standing committee appointed

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The term "Corporation" refers to Pembina Pipeline Corporation, the term "Pembina" refers collectively to the Corporation and all entities controlled by the Corporation,

More information

BOARD OF DIRECTORS HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE

BOARD OF DIRECTORS HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE 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)

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION Purposes The Audit Committee of the Board of Directors of the Company oversees (a) the accounting and financial reporting

More information

How To Set Up A Committee To Check On Cit

How To Set Up A Committee To Check On Cit CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted: October 22, 2003 Last Amended: April 20, 2015 I. PURPOSE The purpose of the Committee is to assist the Board in fulfilling

More information

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES These (the Guidelines ) have been adopted by the Board of Directors of Command Center, Inc., to assist the Board and its committees in the exercise

More information

Charter of the Audit Committee of the Board of Directors

Charter of the Audit Committee of the Board of Directors 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

More information

Corporate Governance Guidelines. Apartment Investment and Management Company. Adopted as of March 8, 2004 (last updated July 2010)

Corporate Governance Guidelines. Apartment Investment and Management Company. Adopted as of March 8, 2004 (last updated July 2010) 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

More information

WHOLE FOODS MARKET, INC. Corporate Governance Principles, Board of Directors' Mission Statement & Role Definition. Effective September 6, 2012

WHOLE FOODS MARKET, INC. Corporate Governance Principles, Board of Directors' Mission Statement & Role Definition. Effective September 6, 2012 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

More information

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER I. PURPOSE ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER (As Revised January 28, 2013) The Audit Committee shall provide assistance to the Company's Board of Directors (the "Board") in fulfilling the

More information

Board Governance Principles Amended September 29, 2012 Tyco International Ltd.

Board Governance Principles Amended September 29, 2012 Tyco International Ltd. BOD Approved 9/13/12 Board Governance Principles Amended September 29, 2012 Tyco International Ltd. 2012 Tyco International, Ltd. - Board Governance Principles 1 TABLE OF CONTENTS TYCO VISION AND VALUES...

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 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

More information

Corporate Governance Guidelines

Corporate Governance Guidelines 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

More information

CELESTICA INC. AUDIT COMMITTEE MANDATE

CELESTICA INC. AUDIT COMMITTEE MANDATE CELESTICA INC. AUDIT COMMITTEE MANDATE By appropriate resolution of the Board of Directors (the Board ) of Celestica Inc. ( Celestica, or the corporation ), the Audit Committee (the Committee ) has been

More information

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors of Cott Corporation (the Corporation ) is committed to fulfilling its statutory mandate to supervise the management

More information

NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES

NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES The New York Life Insurance Company Board of Directors (the Board of Directors or Board ) recognizes its responsibility

More information

LOBLAW COMPANIES LIMITED MANDATE OF THE BOARD OF DIRECTORS

LOBLAW COMPANIES LIMITED MANDATE OF THE BOARD OF DIRECTORS LOBLAW COMPANIES LIMITED MANDATE OF THE BOARD OF DIRECTORS LOBLAW COMPANIES LIMITED MANDATE OF THE BOARD OF DIRECTORS 1. ROLE The role of the Board is to provide governance and stewardship to the Corporation.

More information

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES The following Corporate Governance Principles have been adopted by the Board of Directors (the Board ) of The Options

More information

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015)

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015) 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

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP 1 EverBank Financial Corp Charter of the Audit Committee I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines The Board of Directors (the Board ) of Och-Ziff Capital Management Group LLC (the Company ) has adopted the following Corporate Governance Guidelines as a framework for

More information

INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES

INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES 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

More information

Governance Guideline SEPTEMBER 2013 BC CREDIT UNIONS. www.fic.gov.bc.ca

Governance Guideline SEPTEMBER 2013 BC CREDIT UNIONS. www.fic.gov.bc.ca Governance Guideline SEPTEMBER 2013 BC CREDIT UNIONS www.fic.gov.bc.ca INTRODUCTION The Financial Institutions Commission 1 (FICOM) holds the Board of Directors 2 (board) accountable for the stewardship

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The Role of the Board and Management The Board of Directors (the Board ) of Host Hotels & Resorts, Inc. ( Host or the Company ) oversees the management of Host and its business.

More information

SYNACOR, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER. As adopted by the Board of Directors on November 16, 2011

SYNACOR, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER. As adopted by the Board of Directors on November 16, 2011 SYNACOR, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER As adopted by the Board of Directors on November 16, 2011 PURPOSE: This Charter sets forth the composition, authority and responsibilities of

More information

INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES. Effective January 9, 2015

INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES. Effective January 9, 2015 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.

More information

DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES

DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES The Nominating and Corporate Governance Committee has developed and recommended, and the Board of Directors (the Board ) of Demand Media, Inc. (the Company

More information

Audit Committee Charter Altria Group, Inc. In the furtherance of this purpose, the Committee shall have the following authority and responsibilities:

Audit Committee Charter Altria Group, Inc. In the furtherance of this purpose, the Committee shall have the following authority and responsibilities: 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

More information

MetLife, Inc. Audit Committee Charter. (as reviewed October 27, 2015; as amended and restated effective October 27, 2015)

MetLife, Inc. Audit Committee Charter. (as reviewed October 27, 2015; as amended and restated effective October 27, 2015) MetLife, Inc. Audit Committee Charter (as reviewed October 27, 2015; as amended and restated effective October 27, 2015) Role of the Audit Committee The Audit Committee (the Committee ) is appointed by

More information

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES Jason Industries, Inc. (the Company ) is committed to developing effective, transparent and accountable corporate governance practices. These Corporate

More information

PASSUR AEROSPACE, INC (the "Company") AUDIT COMMITTEE CHARTER. The purpose of the Audit Committee (the Committee ) shall be as follows:

PASSUR AEROSPACE, INC (the Company) AUDIT COMMITTEE CHARTER. The purpose of the Audit Committee (the Committee ) shall be as follows: Purpose PASSUR AEROSPACE, INC (the "Company") AUDIT COMMITTEE CHARTER The purpose of the Audit Committee (the Committee ) shall be as follows: 11. To oversee the accounting and financial reporting processes

More information

Audit Committee Charter

Audit Committee Charter Audit Committee Charter PURPOSE The Audit Committee (the Committee ) is a committee appointed by the Board of Directors (the Board ) of Tahoe Resources Inc. ( Tahoe ). The Committee is established to fulfill

More information

CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014)

CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) 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

More information

CORPORATE GOVERNANCE GUIDELINES. (Adopted as of June 2, 2014)

CORPORATE GOVERNANCE GUIDELINES. (Adopted as of June 2, 2014) 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.

More information

Introduction. Board Structure and Composition CORPORATE GOVERNANCE GUIDELINES

Introduction. Board Structure and Composition CORPORATE GOVERNANCE GUIDELINES 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

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016 I. PURPOSE OF THE COMMITTEE The purposes of the Audit Committee (the Committee ) of the

More information

Corning Incorporated Corporate Governance Guidelines

Corning Incorporated Corporate Governance Guidelines Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these

More information

Understanding Corporate Governance

Understanding 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

More information

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES Adopted March 1, 2016 The following Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Five Star Quality

More information