The Company is subject to various disclosure rules, guidelines and requirements governing the independence of the Board of Directors and its committees.
Independence of a Director is defined as a person who has no direct or indirect material relationship with the Company, its subsidiaries, or its auditor, or as a partner, officer or significant shareholder of an entity that has a material relationship with the Company.
The Conduct Review and Corporate Governance Committee determines, at least annually, whether a Director is independent, based on information provided by each Director on a conflict of interest questionnaire that lists his/her personal business and other relationships and dealings with the Company or its affiliates and our External Auditor. The conflict of interest questionnaire also requires disclosure of all entities with which a Director or an Officer is involved.
Additional information relating to each Director standing for election, including the name(s) of any other reporting issuer(s) on whose Board the Director serves and the attendance record for each Director, may be found on pages 5 to 10 of the
Management Proxy Circular.
Ten of the 11 candidates proposed for election qualify as unrelated and independent, as they are independent from management and free from any interest, function, business or other relationship that could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the Company’s best interest. Only the Company’s President and Chief Executive Officer is considered a non-independent Director.