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SEDAR Filings| Stock Details: HWO.TO Open: $0.30 Last Trade: $0.29 Change: $0.00 Days High: $0.30 |
Corporate Governance
The Board of Directors is comprised of four members, all of whom have extensive and varied business experience. Three of the four directors are considered to be independent under the NI 58-101 guidelines. An independent director, Michael Binnion, serves as Chairman of the Board. The responsibilities of the Chairman of the Board are outlined in the Terms of Reference. The independent directors hold in-camera sessions following each regularly scheduled board meeting. Non-independent directors and members of management are not in attendance for these meetings. In addition to these regularly scheduled meetings, independent directors frequently hold meetings separate from the non-independent directors and members of management, via phone mandate that acknowledges its responsibility to supervise the business and affairs of the Corporation and its subsidiaries. The principal mandate of the Board is to oversee the management of the business and affairs of High Arctic, and monitor the performance of management. Each of the four board committees consists of all of the directors and has their own Terms of Reference.
Audit Committee
This committee assists the Board in overseeing High Arctic’s financial reporting process and financial statements. The Audit Committee is responsible for:
- The adequacy, integrity and effectiveness of internal financial management controls and systems
- Monitoring the adequacy and integrity of the audit process
Members of the committee are Michael Binnion (Chair), Christopher Warren and Simon Batcup, all of whom are independent directors and financially literate.
Governance and Nominating Committee
This committee monitors our governance systems in relation to external governance standards and best practices guidelines. The Governance and Nominating Committee is responsible for:
- Ensuring the effectiveness of the Board, its committees and individual directors
- Reviewing the Board’s performance in fulfilling its mandate at the conclusion of every fiscal year
Members of the committee are Christopher Warren (Chair), Simon Batcup and Michael Binnion, all of whom are independent directors.
Remuneration Committee
The Remuneration Committee is charged with the periodic review of, and recommendation to the Board of Directors with respect to, annual compensation and benefit packages of the Executive Officers of the Corporation and other such members of executive management as it is designated to consider. The Chief Executive Officer of the Corporation is charged with establishing compensation for the other non-executive employees of the Corporation and its subsidiaries.
Members of the committee are Christopher Warren (Chair), Michael Binnion, Simon Batcup and Steven Vasey. Mr. Warren, Mr. Binnion and Mr. Vasey are independent directors.
Restructuring Committee
The Restructuring Committee is responsible for overseeing the implementation, development and completion of the financial and management restructuring of the Corporation and for communicating with lenders of the Corporation in connection with such restructuring (the "Restructuring Project"). The Restructuring Committee has the following posers and responsibilities:
- to receive and review all information it requests from senior officers of the Corporation;
- to approve all material contracts related to the Restructuring Project;
- to review the bank and financial statements of the Corporation;
- to meet with the Corporation’s lenders and negotiate on behalf of the Corporation as to any amendments to the existing credit facilities;
- to approve and recommend to the Board of Directors any new financing arrangements or amendments to existing financing arrangements;
- to approve and recommend to the Board of Directors all budgets and business plans of the Corporation;
- to delegate and give direction to the Corporation’s senior officers such responsibilities and powers as they deem appropriate; and
- such ancillary powers as may be necessary or appropriate to give full or better effect to the purpose and mandate of the Restructuring Committee.
Members of the Committee are Michael Binnion, Chris Warren and Dennis Sykora (Chief Restructuring Officer), all of whom are considered to be independent.
Environmental, Health and Safety Committee
This Committee is responsible for monitoring and making recommendations with respect to the environmental, health and safety policies, practices and procedures of the Corporation and its subsidiaries.
Members of the Committee are Simon Batcup (Chair), Chris Warren, Michael Binnion and Steven Vasey. Mr. Warren, Mr. Binnion and Mr. Vasey are independent directors.
