The Board has established Nomination, Remuneration, and Audit and Risk Committees, each with formally delegated duties and responsibilities with written terms of references.
From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. Committees of the Board have no executive power with regard to their recommendations and do not relieve the Directors of their responsibility for these matters.
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board. The Nomination Committee is responsible for evaluating the balance of skills, experience, independence and knowledge on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors, and will make appropriate recommendations to the Board on such matters. The Nomination Committee also considers succession planning, taking into account the skills and expertise that the Board will require in the future.
The Corporate Governance Code provides that a majority of the members of the Nomination Committee should be independent non-executive directors and the chairperson should be the Chairman or an independent non-executive director, but the Chairman of the Board should not chair the Nomination Committee when it is dealing with the appointment of his or her successor.
The Nomination Committee is composed of three members, two of whom are Independent Non-Executive Directors (David Danziger and Colin Sturgeon), and Neil Goulden, the Chairman of the Board. Neil Goulden is chairman of the Nomination Committee.
The Nomination Committee will meet formally at least twice a year and otherwise as required.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company's policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and recommending and monitoring the remuneration of senior management below Board level.
The Corporate Governance Code provides that the Remuneration Committee should consist of at least three members who are all independent non-executive directors. In addition, the Chairman of the Company may be a member of, but not chair, the Remuneration Committee if he/she was considered independent on appointment as Chairman.
The membership of the Remuneration Committee comprises three Independent Non-Executive Directors (Colin Sturgeon, Paul Pathak and Nigel Brewster) with Neil Goulden, the Chairman of the Company, to attend from time to time, as an observer. Colin Sturgeon is the chairman of the Remuneration Committee.
The Remuneration Committee will meet formally at least twice a year and otherwise as required.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company's annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment, reappointment, removal and independence of external auditors and reviewing the effectiveness of the Company's internal audit activities, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the interim financial statements, including the half-yearly reports, remains with the Board.
The Audit and Risk Committee is also responsible for (i) advising the Board on the Company's risk strategy, risk policies and current risk exposures, (ii) overseeing the implementation and maintenance of the overall risk management framework and systems, (iii) reviewing the Company's risk assessment processes and capability to identify and manage new risks and (iv) establishing, reviewing and maintaining procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Corporate Governance Code recommends that an audit committee should comprise of at least three members who should all be independent non-executive directors, and that at least one member should have recent and relevant financial experience. The Corporate Governance Code also recommends that the audit committee as a whole should have competence relevant to the sector in which the Company operates.
Applicable Canadian securities laws require that the Audit and Risk Committee be composed of not less than three independent directors, each of whom must be "financially literate" within the meaning of applicable Canadian securities laws.
The membership of the Audit and Risk Committee comprises three Independent Non-Executive Directors (David Danziger, Jim Ryan and Nigel Brewster), with Keith Laslop to attend from time to time as an observer. Each of the members of the Audit and Risk Committee is considered “independent” and “financially literate”, with the exception of David Danzinger, who may be deemed not to be independent by reason of his previous role as CEO and CFO and Secretary of Aumento Capital II Corporation prior to its qualifying transaction in February 2014. Beginning February 11, 2017, Mr. Danziger will be considered to be independent under applicable Canadian securities laws and the Company will no longer be required to rely on this exemption. Jim Ryan is the chairman of the Audit and Risk Committee.
The Audit and Risk Committee will meet formally at least four times a year and otherwise as required.