ABCANN GLOBAL CORPORATION CORPORATE GOVERNANCE POLICIES AND PROCEDURES

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "ABCANN GLOBAL CORPORATION CORPORATE GOVERNANCE POLICIES AND PROCEDURES"

Transcription

1 ABCANN GLOBAL CORPORATION CORPORATE GOVERNANCE POLICIES AND PROCEDURES OCTOBER 12, 2017

2 LIST OF SCHEDULES A. Board Mandate B. Audit Committee Charter C. Compensation Committee Charter D. Nominating and Corporate Governance Committee Charter E. Position Description Chief Executive Officer F. Position Description Chair of the Board G. Position Description Chair of a Board Committee H. Position Description Individual Directors I. Code of Business Conduct and Ethics J. Insider Trading Policy K. Disclosure Policy L. Social Media Policy

3 INTRODUCTION The board of directors (the Board ) of ABcann Global Corporation (the Company ) is committed to ensuring that it has an effective corporate governance system which: adds value and assists the Company in achieving its goals and objectives; and provides a process and structure for the supervision of the business and affairs of the Company, with the objective of ensuring that the Company operates within applicable legal requirements and achieves the goals and objectives of the Company. The Company has adopted these Corporate Governance Guidelines to guide the Company, its committees, directors and management in the conduct of its business and affairs. The principles contained in the Corporate Governance Guidelines are in addition to, and not in substitution for, any applicable laws, rules, regulations, common law or other contractual provisions. BOARD INDEPENDENCE AND MANDATE The Board Mandate for the Board (Schedule A) defines the role of the Board and governs how the Board will operate to carry out its duties of stewardship and accountability. The Board must have the capacity, independently of management, to fulfill the Board s responsibilities and the structure and composition of the Board attempts to ensure such independence. The Board must also be able to make an objective assessment of management, approve management s strategy and monitor its implementation. Therefore, the Company is committed to the following practices: the recruitment of strong, independent directors, who shall compose a majority of the Board and all of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee; the evaluation of the performance of the Chief Executive Officer, conducted by the Compensation Committee; the operation of a selection and evaluation process, conducted by the Nominating and Corporate Governance Committee; and the conduct of regular meetings of independent directors, without the presence of management or non-independent directors, at every quarterly meeting of the Board, or more frequently as needed. COMMITTEES OF THE BOARD The Company may delegate certain activities of the Board to certain committees created by the Board from time to time. Committees operate and are governed by Committee Charters adopted by the Board. Committees do not take action or make decisions on behalf of the Board unless specifically mandated to do so.

4 - 2 - The current committees of the Board include; the Audit Committee, which is governed by the Company s Audit Committee Charter (Schedule B); the Compensation Committee, which is governed by the Company s Compensation Committee Charter (Schedule C); and the Nominating and Corporate Governance Committee, which is governed by the Company s Nominating and Corporate Governance Committee Charter (Schedule D). POSITION DESCRIPTIONS The Board has developed written position descriptions for each of the Chief Executive Officer (Schedule E), the Chair of the Board (Schedule F), the Chair of each committee of the Board (Schedule G) and individual directors (Schedule H). ORIENTATION AND CONTINUING EDUCATION OF DIRECTORS The Nominating and Corporate Governance Committee, in conjunction with the Chair and the Chief Executive Officer, is responsible for ensuring that new directors are provided with an orientation program, which will include: information regarding the role of the Board, its committees and the duties and obligations of directors; the business and operations of the Company; documents from recent meetings of the Board; and opportunities for meetings and discussion with senior management and other directors. The details of the orientation of each new director will be tailored to that director s individual needs and areas of interest. To facilitate ongoing education of the Company s directors, the Nominating and Corporate Governance Committee will: periodically canvas the directors to determine their training and education needs and interests; arrange ongoing visitation by directors to the Company s facilities and operations; arrange the funding for the attendance of directors at seminars or conferences of interest and relevance to their position as a director of the Company; and encourage and facilitate presentations by outside experts to the Board or committees on matters of particular import or emerging significance.

5 - 3 - ETHICAL BUSINESS CONDUCT AND CONFLICT OF INTERESTS All directors, officers and employees are bound by the Company s Code of Business Conduct and Ethics (Schedule I). All who are affected by the Code of Business Conduct and Ethics review it and directors and officers acknowledge their support and understanding of the Code of Business Conduct and Ethics by signing it annually. The Nominating and Corporate Governance Committee has responsibility for monitoring compliance with the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics also contains the Company s policies on conflicts of interest. INSIDER TRADING The Company has adopted an Insider Trading Policy (Schedule J). NOMINATION OF DIRECTORS The Nominating and Corporate Governance Committee, operating pursuant to the Nominating and Corporate Governance Committee Charter (Schedule D), will annually review the general and specific criteria applicable to candidates to be considered for nomination to the Board. COMPENSATION OF DIRECTORS AND OFFICERS The Compensation Committee, operating pursuant to the Compensation Committee Charter (Schedule C), will review director compensation annually. The Committee will make recommendations to the Board for consideration when it believes changes in compensation are warranted. ASSESSMENTS OF BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS The Board, together with the Nominating and Corporate Governance Committee, facilitates assessments of the performance of the Board, its committees and individual directors. DISCLOSURE POLICY The Company has adopted a Disclosure Policy (Schedule K).

6 SCHEDULE A ABCANN GLOBAL CORPORATION (the Company ) BOARD MANDATE (Adopted as of OCTOBER 12, 2017) PURPOSE AND ROLE The fundamental responsibility of the board of directors of the Company (the Board ) is to appoint a competent executive team and to oversee the management and stewardship of the business and affairs of the Company, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal control. Each member of the Board is required to act in the best interests of the Company. The Board delegates to the Company s officers and employees responsibility for the day-to-day management and conduct of the business of the Company and the implementation of the strategic plan approved by the Board. The Board oversees management directly and through its various committees, including the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. In addition to these committees, the Board may appoint ad hoc committees periodically to address issues of a more short-term nature. At all times, the Board will retain its oversight function and ultimate responsibility for matters that the Board may delegate to committees of the Board. This Board Mandate (this Mandate ) is intended to provide parameters and direction to the Board regarding its responsibilities and principles of governance. This Mandate is in addition to, and is not intended to change, any applicable laws or regulations, or the bylaws of the Company. Any waivers of this Mandate must be approved by the Board. Only the Board may amend the terms of this Mandate. RESPONSIBILITIES Management 1. Setting the policies and principles for the selection of the Chief Executive Officer and the other senior officers of the Company. Selecting, evaluating and, if necessary, terminating such senior officers. 2. Setting the policies and principles for senior officer performance. Directly and/or through its Board committees, assessing the performance of the Chief Executive Officer at least annually. Together with the Chief Executive Officer and/or through its Board committees, assessing the performance of the other senior officers at least annually. Ensuring that reasonable steps are taken to ensure that the Chief Executive Officer has in place adequate programs to recruit, retain, develop and assess the performance of senior management.

7 - A2-3. Reviewing and approving material transactions. 4. Ensuring that management succession planning programs are in place, including programs to recruit management with the highest standards of integrity and competence and train, develop and retain them. The Board is also responsible for reviewing and approving such succession plans including those concerning the current and future organizational structure of the Company. 5. Directly and/or through its Board committees, establishing and updating the Company s executive compensation policy and ensuring that such policy aligns management s interests with those of the Company s shareholders. Corporate Governance 1. Directly and/or through its Board committees, establishing policies for the selection and retention of directors of the Company and determining the composition of committees of the Board. Annually determining those directors proposed to be nominated for election at the next annual meeting of the Company s shareholders. 2. Managing succession planning issues concerning the Board to ensure that it has an appropriate balance in terms of skills and experience. 3. Directly and/or through its Board committees, developing the Company s approach to governance issues. 4. Putting in place appropriate structures and procedures to ensure that the Board can function independently of management. 5. Developing a position description for the Chair and for the Chief Executive Officer. 6. Reviewing annually the performance of the Board and its committees against their respective charters and mandates and disclosing the process in all appropriate public documents. Directly and/or through its Board committees, annually evaluate the performance of individual directors and the performance and independence of the Chair. Strategic Planning 1. Participating directly, and through its committees, in the review, discussion and approval of the Company s strategic plan and annual and short-term corporate objectives. The Board is also responsible for discussing and considering the strategic plan and annually reviewing it, taking into account, among other things, the risks, nature and opportunities associated with the business of the Company. 2. Reviewing and considering the business, operating, financial and other plans proposed by management by which the Company will execute its strategic plan. 3. Providing input to management on emerging trends and issues that may affect the business of the Company, its strategic plan or its annual and short-term corporate objectives.

8 - A3-4. Monitoring the Company s progress in executing its strategic plan and achieving its annual and short-term corporate objectives and overseeing management in changing such strategic plan or objectives in light of changing circumstances affecting the Company or its businesses. 5. Taking action as the Board deems appropriate if the Company does not successfully execute its strategic plan or achieve its annual or short-term corporate objectives or when other special circumstances warrant. Monitoring of Financial Performance/Reporting and Other Financial Matters 1. Reviewing and approving the Company s annual budget presented by management. 2. Reviewing and approving the Company s annual audited financial statements and unaudited interim financial statements and the notes for each, as well as the annual and interim Management s Discussion and Analysis, the Annual Information Form (if applicable), Management Proxy Circular and other public offering documents. 3. Overseeing, directly and through the Audit Committee, the processes implemented to ensure that the financial performance and results of the Company are reported fairly, accurately and in a timely manner in accordance with applicable financial reporting standards and in compliance with legal and regulatory requirements. 4. Overseeing, directly and through the Audit Committee, the process implemented to ensure integrity of the Company s internal control and management information systems. Risk Management 1. Overseeing the processes by which the principal risks of the Company are identified, assessed and managed and for ensuring that appropriate risk management systems are implemented and maintained with a view to achieving a proper balance between risks incurred and the creation of long-term sustainable value to shareholders. Corporate Policies and Procedures 1. Directly and/or through its Board committees, reviewing and approving, and monitoring compliance with, all significant policies and procedures by which the Company and its subsidiaries conduct their business and operations. 2. Set the ethical tone for the Company and foster ethical and responsible decision making by management. 3. Directly and/or through its Board committees, monitoring compliance with the Company s Code of Business Conduct and Ethics. Communications and Reporting 1. Approving and periodically reviewing the Company s Disclosure Policy and other communications policies and procedures that address communications with

9 - A4 - shareholders, employees, financial analysts, governments and regulatory authorities, the media and the communities in which the business of the Company and its subsidiaries is conducted.

10 SCHEDULE B ABCANN GLOBAL CORPORATION (the Company ) AUDIT COMMITTEE CHARTER (Adopted as of OCTOBER 12, 2017) 1. PURPOSE OF THE AUDIT COMMITTEE The Audit Committee (the Committee ) is a standing committee of the board of directors of the Company (the Board ). The role of the Committee is to: (a) (b) (c) assist the Board in its oversight responsibilities by reviewing: (i) the Company s consolidated financial statements, the financial and internal controls and the accounting, audit and reporting activities, (ii) the Company s compliance with legal and regulatory requirements, (iii) the external auditors qualifications and independence, and (iv) the scope, results and findings of the Company s external auditors audit and non-audit services; prepare any report of the Committee required to be included in the Company s annual report or proxy material; and take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate. 2. COMPOSITION, OPERATIONS AND AUTHORITY Composition The Committee shall be composed of a minimum of three members of the Board. Each member of the Committee shall be independent as determined by the Board in accordance with the applicable requirements of the laws governing the Company, the applicable stock exchanges on which the Company s securities are listed and applicable securities regulatory authorities (collectively, the Applicable Law ). Each member of the Committee shall be financially literate and at least one member of the Audit Committee shall be a financial expert, as such terms are defined by the Applicable Law. Members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed by the Board in its discretion. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or, if applicable, ceasing to be independent as required in this Section 2 of this Charter. Vacancies on the Committee will be filled by the Board.

11 - B2 - Authority The authority of the Committee is subject to the provisions of this Charter, the constating documents of the Company, such limitations as may be imposed by the Board from time to time and Applicable Law. The Committee shall have the authority to: (i) retain (at the Company s expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities; (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities; and (iii) take whatever actions that it deems appropriate to foster an internal culture that is committed to maintaining quality financial reporting, sound business risk practices and ethical behavior within the Company. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company s management or the Company s outside legal counsel and external auditors, to meet with the Committee or any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities. The Committee shall have the authority to delegate to one or more of its members, responsibility for developing recommendations for consideration by the Committee with respect to any of the matters referred to in this Charter. Operations The Board may appoint one member of the Committee to serve as chair of the Committee (the Chair ), but if it fails to do so, the members of the Committee shall designate a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chair shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee. The Chair shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company s constating documents or this Charter. The Committee shall meet (in person or by telephonic meeting) at least quarterly or more frequently as circumstances dictate. As a part of each meeting of the Committee at which the Committee recommends that the Board approve the annual audited financial statements, the Committee shall meet in a separate session with the external auditors and, if desired, with management and/or the internal auditor. In addition, the Committee or the Chair shall meet with management quarterly to review the Company s financial statements and the Committee or a designated member of the Committee shall meet with the external auditors to review the Company s financial statements on a regular basis as the Committee may deem appropriate. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company s records.

12 - B3 - Except as otherwise required by the Company s constating documents, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting. The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board. 3. RESPONSIBILITIES AND DUTIES The Committee s primary responsibilities are to: General (a) (b) (c) review and assess the adequacy of this Charter on an annual basis and, where necessary or desirable, recommend changes to the Board; report to the Board regularly at such times as the Chair may determine to be appropriate but not less frequently than four times per year; follow the process established for all committees of the Board for assessing the Committee s performance; Review of Financial Statements, MD&A and other Documents (d) (e) (f) (g) (h) (i) review the Company s financial statements and related management s discussion and analysis and any other annual reports or other financial information to be submitted to any governmental body or the public, including any certification, report, opinion or review rendered by the external auditors before they are approved by the Board and publicly disclosed; review with the Company s management and, if applicable, the external auditors, the Company s quarterly financial statements and related management s discussion and analysis, before they are released; ensure that adequate procedures are in place for the review of the Company s disclosure of financial information extracted or derived from the Company s financial statements other than the disclosure referred to in the two immediately preceding paragraphs and periodically assess the adequacy of such procedures; review the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; review with the Company s management any press release of the Company which contains financial information; review analyses prepared by management and/or the external auditors setting forth significant reporting issues and judgments made in connection with the preparation of the Company s financial statements;

13 - B4 - External Auditors (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) recommend external auditors nominations to the Board to be put before the shareholders for appointment and, as necessary, the removal of any external auditors in office from time to time; approve the fees and other compensation to be paid to the external auditors; pre-approve all significant non-audit engagements to be provided to the Company with the external auditors; require the external auditors to submit to the Committee, on a regular basis (at least annually), a formal written statement delineating all relationships between the external auditors and the Company and discuss with the external auditors any relationships that might affect the external auditors objectivity and independence; recommend to the Board any action required to ensure the independence of the external auditors; advise the external auditors of their ultimate accountability to the Board and the Committee; oversee the work of the external auditors engaged for the purpose of preparing an audit report or performing other audit, review and attest services for the Company; evaluate the qualifications, performance and independence of the external auditors which are to report directly to the Committee, including (i) reviewing and evaluating the lead partner on the external auditors engagement with the Company, (ii) considering whether the auditors quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditors independence, (iii) determine the rotation of the lead audit partner and the audit firm, and (iv) take into account the opinions of management and the internal audit function in assessing the external auditors qualifications, independence and performance; present the Committee s conclusions with respect to its evaluation of external auditors to the Board and take such additional action to satisfy itself of the qualifications, performance and independence of external auditors and make further recommendations to the Board as it considers necessary; obtain and review a report from the external auditors at least annually regarding the external auditors internal quality-control procedures; material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more external audits carried out by the firm; any steps taken to deal with any such issues; and all relationships between the external auditors and the Company;

14 - B5 - (t) (u) establish policies for the Company s hiring of employees or former employees of the external auditors; monitor the relationship between management and the external auditors including reviewing any management letters or other reports of the external auditors and discussing any material differences of opinion between management and the external auditors; Financial Reporting Process (v) (w) (x) (y) (z) (aa) (bb) (cc) periodically discuss the integrity, completeness and accuracy of the Company s internal controls and the financial statements with the external auditors in the absence of the Company s management; in consultation with the external auditors, review the integrity of the Company s financial internal and external reporting processes; consider the external auditors assessment of the appropriateness of the Company s auditing and accounting principles as applied in its financial reporting; review and discuss with management and the external auditors at least annually and approve, if appropriate, any material changes to the Company s auditing and accounting principles and practices suggested by the external auditors, internal audit personnel or management; review and discuss with the Chief Executive Officer ( CEO ) and the Chief Financial Officer (the CFO ) the procedures undertaken in connection with the Chief Executive Officer and Chief Financial Officer certifications for the interim and annual filings with applicable securities regulatory authorities; review disclosures made by the CEO and CFO during their certification process for the annual and interim filings with applicable securities regulatory authorities about any significant deficiencies in the design or operation of internal controls which could adversely affect the Company s ability to record, process, summarize and report financial data or any material weaknesses in the internal controls, and any fraud involving management or other employees who have a significant role in the Company s internal controls; establish regular and separate systems of reporting to the Committee by management and the external auditors of any significant decision made in management s preparation of the financial statements, including the reporting of the view of management and the external auditors as to the appropriateness of such decisions; discuss during the annual audit, and review separately with each of management and the external auditors, any significant matters arising from the course of any audit, including any restrictions on the scope of work or access to required

15 - B6 - information; whether raised by management, the head of internal audit or the external auditors; (dd) (ee) (ff) (gg) resolve any disagreements between management and the external auditors regarding financial reporting; review with the external auditors and management the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented at an appropriate time subsequent to the implementation of such changes or improvements; retain and determine the compensation of any independent counsel, accountants or other advisors to assist in its oversight responsibilities (the Committee shall not be required to obtain the approval of the Board for such purposes); discuss any management or internal control letters or proposals to be issued by the external auditors of the Company; Corporate Controls and Procedures (hh) (ii) (jj) receive confirmation from the CEO and CFO that reports to be filed with Canadian Securities commissions and any other applicable regulatory agency: (a) have been prepared in accordance with the Company s disclosure controls and procedures; and (b) contain no material misrepresentations or omissions and fairly presents, in all material respects, the financial condition, results of operations and cash flow as of and for the period covered by such reports; receive confirmation from the CEO and CFO that they have concluded that the disclosure controls and procedures are effective as of the end of the period covered by such reports; discuss with the CEO and CFO any reasons for which any of the confirmations referred to in the two preceding paragraphs cannot be given by the CEO and CFO; Code of Conduct and Ethics (kk) (ll) review and discuss the Company s Code of Business Conduct and Ethics and the actions taken to monitor and enforce compliance with the Code; establish procedures for: i) the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters; and ii) the confidential, anonymous submission of concerns regarding questionable accounting, internal control and auditing matters; Legal Compliance (mm) confirm that the Company s management has the proper review system in place to ensure that the Company s financial statements, reports, press releases and other financial information satisfy Applicable Law;

16 - B7 - (nn) (oo) (pp) (qq) review legal compliance matters with the Company s legal counsel; review with the Company s legal counsel any legal matter that the Committee understands could have a significant impact on the Company s financial statements; conduct or authorize investigations into matters within the Committee s scope of responsibilities; perform any other activities in accordance with the Charter, the Company s constating documents and Applicable Law the Committee or the Board deems necessary or appropriate; Related Party Transactions (rr) (ss) review the financial reporting of any transaction between the Company and any officer, director or other related party (including any shareholder holding an interest greater than 5% in the Company) or any entity in which any such person has a financial interest; review policies and procedures with respect to directors and officers expense accounts and management perquisites and benefits, including their use of corporate assets and expenditures; Reporting and Powers (tt) (uu) report to the Board following each meeting of the Committee and at such other times as the Board may consider appropriate; and exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board. 4. LIMITATION OF RESPONSIBILITY While the Committee has the responsibilities and powers provided by this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management (with respect to whom the Committee performs an oversight function) and the external auditors.

17 SCHEDULE C ABCANN GLOBAL CORPORATION (the Company ) COMPENSATION COMMITTEE CHARTER (Adopted as of OCTOBER 12, 2017) 1. PURPOSE OF THE COMPENSATION COMMITTEE The Compensation Committee (the Committee ) is a standing committee of the board of directors of the Company (the Board ). The role of the Committee is to: (a) (b) (c) (d) review and recommend to the Board the appropriate compensation level for the Company s executive officers; oversee the Company s compensation and benefit plans, policies and practices, including its executive compensation plans and incentive-compensation and equity-based plans; monitor and evaluate, at the Committee s sole discretion, matters relating to the compensation and benefits structure of the Company; and take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate. 2. COMPOSITION, OPERATIONS AND AUTHORITY Composition The Committee shall be composed of members of the Board, the number of which shall be fixed from time to time by resolution adopted by the Board. Each member of the Committee shall be independent as determined by the Board in accordance with the applicable requirements of the laws governing the Company, the applicable stock exchanges on which the Company s securities are listed and applicable securities regulatory authorities (collectively, the Applicable Law ). Members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed by the Board in its discretion. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or, if applicable, ceasing to be independent as required in this Section 2 of this Charter. Vacancies on the Committee will be filled by the Board.

18 - C2 - Authority The authority of the Committee is subject to the provisions of this Charter, the constating documents of the Company, such limitations as may be imposed by the Board from time to time and Applicable Law. The Committee shall have the authority to (i) retain (at the Company s expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities, including, without limitation, the retention of a compensation consultant to assist the Committee in evaluating director and executive officer compensation; and (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company s management or the Company s outside legal counsel and independent accountants, to meet with the Committee or any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities. The Committee shall have the authority to delegate to one or more of its members, responsibility for developing recommendations for consideration by the Committee with respect to any of the matters referred to in this Charter. Operations The Board may appoint one member of the Committee to serve as chair of the Committee (the Chair ), but if it fails to do so, the members of the Committee shall designate a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chair shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee. The Chair shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company s constating documents or this Charter. The Committee shall have regular meetings (in person or by telephonic meeting) on at least a semi-annual basis or more frequently as circumstances dictate. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company s records. The Committee shall meet separately, on at least an annual basis, with the Chief Executive Officer, the vice president of human resources (or similar position) and any other corporate officers as the Board and the Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executive officers. Except as otherwise required by the Company s constating documents, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a

19 - C3 - majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting. The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board. 3. RESPONSIBILITIES AND DUTIES The Committee s primary responsibilities are to: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) review the adequacy and form of compensation of the Company s executive officers and ensure that the compensation realistically reflects the risks and responsibilities of such positions; review and recommend to the Board for approval policies relating to compensation of the Company s executive officers and directors; review the performance of the Company s executive officers and recommend annually to the Board for approval the amount and composition of compensation to be paid to the Company s executive officers; review and make recommendations to the Board with respect to pension, stock option and other incentive plans, benefit plans, perquisites and other remuneration matters with respect to the Company s executive officers; review the appointment or discharge of any of the Company s executive officers; review and approve the corporate goals and objectives relevant to compensation of the Chief Executive Officer (the CEO ) and recommend them to the Board for approval, lead the evaluation of the CEO s performance in light of these goals and objectives and recommend the compensation of the CEO based on this evaluation; review the adequacy and form of compensation of directors and ensure that the compensation realistically reflects the responsibilities and risks of such positions and fix the amount and composition of compensation to be paid to members of the Board and the committees thereof; review and assess the Company s compensation and benefit policies programs relating to all employees; review at least annually the corporate goals and objectives of the Company s executive compensation plans, incentive-compensation and equity based plans and other general compensation plans (collectively the Company Plans ), and if appropriate, recommend that the Board amend these goals and objectives; review at least annually the Company Plans in light of the Company s goals and objectives with respect to such plans, and, if the Committee deems it appropriate, recommend to the Board the adoption of new, or the amendment of existing, Company Plans;

20 - C4 - (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) monitor and assess the Company s compliance with the requirements established by the Applicable Law; review executive compensation disclosure prior to public disclosure or filing with any securities regulatory authorities; issue an annual report on executive compensation for inclusion in the Company s public filings, if required by Applicable Law; administer and otherwise exercise the various authorities prescribed for the Committee by any of the Company Plans; review, and if appropriate recommend for approval, any agreements between the Company and the CEO or the Company and its executive officers, including those assessing retirement, termination of employment or other special circumstances, as appropriate; exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board; report to the Board on all other matters and recommendations made by the Committee; report to the Board following each meeting of the Committee and at such other times as the Board may consider appropriate; maintain minutes and other records of meetings and activities of the Committee; follow the process established for all committees of the Board for assessing the Committee s performance; and review and assess the adequacy of this Charter on an annual basis and, where necessary or desirable, recommend changes to the Board.

21 SCHEDULE D ABCANN GLOBAL CORPORATION (the Company ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER (Adopted as of OCTOBER 12, 2017) 1. PURPOSE OF THE COMPENSATION COMMITTEE The Nominating and Corporate Governance Committee (the Committee ) is a standing committee of the board of directors of the Company (the Board ). The role of the Committee is to: (a) (b) advise and make recommendations to the Board in its oversight role with respect to: (i) the development of the Company s corporate governance policies, principles, practices and processes; (ii) the effectiveness of the Board and its committees; (iii) the contributions of individual directors; (iv) the identification of individuals qualified to become Board members; and (v) the selection of director nominees for election by the shareholders; and take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate. 2. COMPOSITION, OPERATIONS AND AUTHORITY Composition The Committee shall be composed of members of the Board, the number of which shall be fixed from time to time by resolution adopted by the Board. Each member of the Committee shall be independent as determined by the Board in accordance with the applicable requirements of the laws governing the Company, the applicable stock exchanges on which the Company s securities are listed and applicable securities regulatory authorities (collectively, the Applicable Law ). Members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed by the Board in its discretion. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or, if applicable, ceasing to be independent as required in this Section 2 of this Charter. Vacancies on the Committee will be filled by the Board. Authority The authority of the Committee is subject to the provisions of this Charter, the constating documents of the Company, such limitations as may be imposed by the Board from time to time and Applicable Law.

22 - D2 - The Committee shall have the authority to: (i) retain (at the Company s expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities; and (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company s management or the Company s outside legal counsel and external auditors, to meet with the Committee or any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities. The Committee shall have the authority to delegate to one or more of its members, responsibility for developing recommendations for consideration by the Committee with respect to any of the matters referred to in this Charter. Operations The Board may appoint one member of the Committee to serve as chair of the Committee (the Chair ), but if it fails to do so, the members of the Committee shall designate a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chair shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee. The Chair shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company s constating documents or this Charter. The Committee shall have regular meetings (in person or by telephonic meeting) on at least a semi-annual basis or more frequently as circumstances dictate. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company s records. Except as otherwise required by the Company s constating documents, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting. The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board. 3. RESPONSIBILITIES AND DUTIES The Committee s primary responsibilities are to:

23 - D3 - (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) review the Board committee structure on an annual basis and recommend to the Board any changes it considers necessary or desirable with respect to that committee structure, including (all in consultation with the Chair of the Board): (i) the mandates of each committee; (ii) the criteria for membership on any committee; (iii) the composition of each committee; (iv) the appointment and removal of members from any committee; (v) the operations of each committee, including the ability of any committee to delegate any or all of its responsibilities to a sub-committee of that committee; and (vi) the process for each committee reporting to the Board; review the charters of each committee of the Board, and recommend such changes as are required or desirable; review the Company s corporate governance practices at least annually and recommend appropriate policies, practices and procedures to the Board; review the corporate governance sections to be included in the Company s annual report or proxy material, including the statement of corporate governance practices; develop and recommend to the Board a process for assessing the effectiveness of the Board, as a whole, the committees of the Board and the contribution of individual directors and be responsible for overseeing the execution of the assessment process approved by the Board; evaluate its effectiveness and the effectiveness of its members pursuant to the process for such evaluation approved by the Board; review, as required, the skills, areas of expertise, backgrounds, independence and qualifications of the members of the Board; review, as required, the size and composition of the Board to ensure that there remain an appropriate number of unrelated and independent directors; serve as a forum for individual directors to voice any concerns on matters not readily discussed at regular meetings of the Board; recommend to the Board a system which enables an individual director to engage outside advisers at the Company s expense in appropriate circumstances and with the approval of the Committee; recommend to the Board appropriate criteria for the selection of new directors, periodically review the criteria adopted by the Board and, if deemed desirable, recommend to the Board changes to such criteria; identify and recommend qualified candidates to the Board who meet the selection criteria approved by the Board, and recommend the slate of nominees for election by shareholders at the annual meeting (and in this regard the Committee shall

24 - D4 - have the sole authority to retain and terminate any search firm to be used to identify director candidates or to otherwise assist the Committee in the discharge of its responsibilities, including the sole authority to approve the search firm s fees and other retention terms); (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) recommend to the Board structures and procedures to enable the Board to function independently of management and oversee the development and implementation of any structures and procedures approved by the Board; review the relationship of the Board with management and recommend, where appropriate, limits on management s authority to act without the express approval of the Board; assess shareholder proposals as necessary for inclusion in the management information circular and make appropriate recommendations to the Board; oversee: (i) the development and implementation of orientation programs for new directors; and (ii) continuing education for all directors; monitor and assess the Company s compliance with the requirements established by the Applicable Law; exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board; report to the Board on all other matters and recommendations made by the Committee; report to the Board following each meeting of the Committee and at such other times as the Board may consider appropriate; maintain minutes and other records of meetings and activities of the Committee; follow the process established for all committees of the Board for assessing the Committee s performance; and review and assess the adequacy of this Charter on an annual basis and, where necessary or desirable, recommend changes to the Board.

irobot Corporation Audit Committee Charter I. General Statement of Purpose

irobot Corporation Audit Committee Charter I. General Statement of Purpose I. General Statement of Purpose irobot Corporation Audit Committee Charter The purposes of the Audit Committee of the Board of Directors (the Audit Committee ) of irobot Corporation (the Company ) are

More information

BioAmber Inc. Audit Committee Charter

BioAmber Inc. Audit Committee Charter BioAmber Inc. I. General Statement of Purpose Audit Committee Charter The purposes of the Audit Committee of the Board of Directors (the Audit Committee ) of BioAmber Inc. (the Company ) are to: assist

More information

AUDIT COMMITTEE CHARTER REINSURANCE GROUP OF AMERICA, INCORPORATED. the audits of the Company s financial statements;

AUDIT COMMITTEE CHARTER REINSURANCE GROUP OF AMERICA, INCORPORATED. the audits of the Company s financial statements; AUDIT COMMITTEE CHARTER REINSURANCE GROUP OF AMERICA, INCORPORATED I. Role of the Committee The Audit Committee (the Committee ) of the Reinsurance Group of America, Incorporated (the Company ) Board of

More information

SUNEDISON, INC. AUDIT COMMITTEE CHARTER (Adopted October 29, 2008)

SUNEDISON, INC. AUDIT COMMITTEE CHARTER (Adopted October 29, 2008) SUNEDISON, INC. AUDIT COMMITTEE CHARTER (Adopted October 29, 2008) I. Purpose The primary purpose of the Audit Committee of the Board of Directors (the Committee ) is to assist the Board of Directors in

More information

TG Therapeutics, Inc. Audit Committee Charter

TG Therapeutics, Inc. Audit Committee Charter TG Therapeutics, Inc. Audit Committee Charter I. PURPOSE AND AUTHORITY. The Audit Committee (the "Committee") is a committee appointed by the Board of Directors of TG Therapeutics, Inc. (the "Company").

More information

The Audit Committee of the Supervisory Board of CB&I

The Audit Committee of the Supervisory Board of CB&I The Audit Committee of the Supervisory Board of CB&I General At the Board meeting held in conjunction with the Company's Annual Meeting of Shareholders, and thereafter as necessary, the Board shall appoint

More information

AUDIT COMMITTEE CHARTER. Specifically, the Audit Committee is responsible for overseeing that:

AUDIT COMMITTEE CHARTER. Specifically, the Audit Committee is responsible for overseeing that: AUDIT COMMITTEE CHARTER PREFACE The Audit Committee of the Board of Directors shall assist the Board in fulfilling its responsibilities with respect to (1) the integrity of the financial statements of

More information

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER COMPOSITION AND MEETINGS The Audit Committee assists the Board in fulfilling its oversight responsibilities. The Audit Committee shall consist of no less

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Audit Committee CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of TechnipFMC plc (the Company

More information

BrightPath Early Leaning Inc. Audit Committee Charter

BrightPath Early Leaning Inc. Audit Committee Charter BrightPath Early Leaning Inc. Audit Committee Charter 1. Purpose The purpose of the Audit Committee is to assist the Board of BrightPath Early Learning Inc. ( BrightPath ) in its oversight of: (a) The

More information

AUDIT COMMITTEE CHARTER (updated as of August 2016)

AUDIT COMMITTEE CHARTER (updated as of August 2016) I. Purpose and Authority AUDIT COMMITTEE CHARTER (updated as of August 2016) The Board of Directors (the Board ) of News Corporation (the Company ) has established an Audit Committee (the Audit Committee

More information

CDK GLOBAL, INC. AUDIT COMMITTEE CHARTER Effective January 20, 2016

CDK GLOBAL, INC. AUDIT COMMITTEE CHARTER Effective January 20, 2016 CDK GLOBAL, INC. AUDIT COMMITTEE CHARTER Effective January 20, 2016 I. Purpose The Audit Committee (the Committee ) of the Board of Directors (the Board ) of CDK Global, Inc., a Delaware corporation (the

More information

Audit Committee Charter for XL Group Ltd

Audit Committee Charter for XL Group Ltd Audit Committee Charter for XL Group Ltd Audit Committee Charter for XL Group Ltd Purpose The Audit Committee is appointed by the Board to assist the Board in overseeing (1) the quality and integrity of

More information

CRESCENT CAPITAL BDC, INC. AUDIT COMMITTEE CHARTER

CRESCENT CAPITAL BDC, INC. AUDIT COMMITTEE CHARTER CRESCENT CAPITAL BDC, INC. AUDIT COMMITTEE CHARTER I. Purpose The audit committee (the Audit Committee ) of Crescent Capital BDC, Inc., a Delaware corporation (the Company ), is appointed by the board

More information

CITIZENS, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER. Adopted November 5, the integrity of the Company s financial statements;

CITIZENS, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER. Adopted November 5, the integrity of the Company s financial statements; CITIZENS, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Adopted November 5, 2014 A. Purpose The purpose of the Audit Committee is to assist the Board of Directors oversight of: the integrity of the

More information

GROUP 1 AUTOMOTIVE, INC. AUDIT COMMITTEE CHARTER

GROUP 1 AUTOMOTIVE, INC. AUDIT COMMITTEE CHARTER GROUP 1 AUTOMOTIVE, INC. AUDIT COMMITTEE CHARTER The Board of Directors (the Board ) of Group 1 Automotive Inc. (the Company ) has heretofore constituted and established an Audit Committee (the Committee

More information

Audit Committee of the Board of Directors Charter CNL HEALTHCARE PROPERTIES II, INC.

Audit Committee of the Board of Directors Charter CNL HEALTHCARE PROPERTIES II, INC. Audit Committee of the Board of Directors Charter CNL HEALTHCARE PROPERTIES II, INC. [Insert CNL logo] PURPOSE The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors

More information

Audit Committee Charter Amended September 3, Tyco International plc

Audit Committee Charter Amended September 3, Tyco International plc Audit Committee Charter Amended September 3, 2015 Tyco International plc Page 1 Purpose The Audit Committee is appointed by the board to assist the board in monitoring: a. The integrity of the financial

More information

PPG INDUSTRIES, INC. AUDIT COMMITTEE CHARTER

PPG INDUSTRIES, INC. AUDIT COMMITTEE CHARTER PPG INDUSTRIES, INC. AUDIT COMMITTEE CHARTER Last revised September 21, 2017 Audit Committee Composition The Audit Committee (the Committee ) shall be appointed by the Board of Directors of the Company

More information

1. Number. Except as otherwise permitted by the applicable NASDAQ rules, the Audit Committee shall consist of at least three members of the Board.

1. Number. Except as otherwise permitted by the applicable NASDAQ rules, the Audit Committee shall consist of at least three members of the Board. SELECTA BIOSCIENCES, INC. AUDIT COMMITTEE CHARTER A. PURPOSE The purpose of the Audit Committee of the Board of Directors (the Board ) of Selecta Biosciences, Inc. (the Company ) is to assist the Board

More information

DIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines

DIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines Revised 19 October 2009 DIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines Introduction The following Corporate Governance Guidelines ( Guidelines ) have been adopted by the Board of Directors

More information

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Starwood Hotels & Resorts Worldwide, Inc. (the Company ) has determined that it is of the utmost importance

More information

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION. Audit Committee Charter. Updated December 12, 2017

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION. Audit Committee Charter. Updated December 12, 2017 COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Audit Committee Charter Updated December 12, 2017 A. Purpose The purpose of the Audit Committee is to assist the Board of Directors' oversight of the Company's

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (As amended and restated on November 30, 2016.) The responsibilities of the Board of Directors of The Walt Disney Company

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER A. Purpose The purpose of the Audit Committee is to assist the Board of Directors (the Board ) oversight of: the quality and integrity of the Company s financial statements, financial

More information

BIOSCRIP, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

BIOSCRIP, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS BIOSCRIP, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Statement of Purpose 1. Oversight Responsibility. The purpose of the Audit Committee of the Board of Directors of BioScrip, Inc.,

More information

DATATRAK INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. (As Adopted on April 20, 2004)

DATATRAK INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. (As Adopted on April 20, 2004) DATATRAK INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER (As Adopted on April 20, 2004) The Board of Directors (the Board ) of DATATRAK International, Inc. (the Company ) has constituted and established an

More information

AUDIT COMMITTEE CHARTER DATED AS OF AUGUST 5, 2010

AUDIT COMMITTEE CHARTER DATED AS OF AUGUST 5, 2010 AUDIT COMMITTEE CHARTER DATED AS OF AUGUST 5, 2010 Committee Membership: The Audit Committee of the Board of Directors (the Board ) of KBS Strategic Opportunity REIT, Inc. (the Company ) shall be comprised

More information

BOARD OF DIRECTORS CHARTER

BOARD OF DIRECTORS CHARTER CORPORATE CHARTER Date issued 2005-11-17 Date updated 2016-07-28 Issued and approved by Uni-Select Inc. Board of Directors BOARD OF DIRECTORS CHARTER INTRODUCTION This Charter is intended to identify the

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER - 1 - AUDIT COMMITTEE CHARTER I. ROLE AND OBJECTIVES The Audit Committee is a committee of the Board of Directors (the "Board") of Pembina Pipeline Corporation (the "Corporation") to which the Board has

More information

UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION I. Audit Committee Purpose CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee of the Board of Directors (the Audit

More information

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 3/9/17)

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 3/9/17) The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 3/9/17) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors

More information

BIO-RAD LABORATORIES, INC. (the Company ) Audit Committee Charter

BIO-RAD LABORATORIES, INC. (the Company ) Audit Committee Charter BIO-RAD LABORATORIES, INC. (the Company ) Audit Committee Requirements and Structure Audit Committee Charter The board of directors of the Company (the Board ) shall appoint an audit committee (the Audit

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PAM TRANSPORTATION SERVICES, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PAM TRANSPORTATION SERVICES, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PAM TRANSPORTATION SERVICES, INC. I. Purpose The Audit Committee is established by the Board of Directors for the primary purpose of assisting

More information

NEWMARK GROUP, INC. AUDIT COMMITTEE CHARTER. (as of December 2017)

NEWMARK GROUP, INC. AUDIT COMMITTEE CHARTER. (as of December 2017) NEWMARK GROUP, INC. AUDIT COMMITTEE CHARTER (as of December 2017) Purpose The Audit Committee of Newmark Group, Inc. (the Company ) is appointed by the Board of Directors of the Company (the Board ) to

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MULESOFT, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MULESOFT, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MULESOFT, INC. (Adopted on January 18, 2017; Effective upon the effectiveness of the registration statement relating to the Company s initial

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER PURPOSE AUDIT COMMITTEE CHARTER (Adopted as of March 28, 2014 and effective as of the closing of the Company s initial public offering, amended as of February 12, 2018) The purpose of the Audit Committee

More information

FRONTERA ENERGY CORPORATION CORPORATE GOVERNANCE POLICY

FRONTERA ENERGY CORPORATION CORPORATE GOVERNANCE POLICY FRONTERA ENERGY CORPORATION CORPORATE GOVERNANCE POLICY Frontera Energy Corporation, including all of its subsidiaries (as such term is defined in the Code of Business Conduct and Ethics) and Fundación

More information

Audit Committee Charter

Audit Committee Charter Audit Committee Charter Organization (Adopted and Effective as of November 8, 2008) There shall be a committee of the Board of Directors of Redwood Trust, Inc. (Redwood) to be known as the Audit Committee.

More information

OSHKOSH CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER. As Amended as of May 9, 2016

OSHKOSH CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER. As Amended as of May 9, 2016 OSHKOSH CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER As Amended as of May 9, 2016 Purpose The purpose of the Audit Committee of the Board of Directors ( Audit Committee ) shall include assisting

More information

DAVITA INC. AUDIT COMMITTEE CHARTER

DAVITA INC. AUDIT COMMITTEE CHARTER DAVITA INC. AUDIT COMMITTEE CHARTER I. Audit Committee Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of (the Company ) to assist the Board in fulfilling

More information

NORFOLK SOUTHERN CORPORATION. Committee s Role and Purpose

NORFOLK SOUTHERN CORPORATION. Committee s Role and Purpose CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS NORFOLK SOUTHERN CORPORATION Committee s Role and Purpose The Audit Committee (Committee) is a standing committee, the chair and members of which

More information

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER ~ ~ Supervising the Quality and Integrity of the Bank's Financial Reporting ~ ~ Main Responsibilities: overseeing reliable,

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

A. Independence/Composition. The Committee shall be comprised of not less than three members. The members of the Committee:

A. Independence/Composition. The Committee shall be comprised of not less than three members. The members of the Committee: SPARTAN MOTORS, INC. AUDIT COMMITTEE CHARTER Updated February 17, 2016 This Charter governs the organization and operation of the Audit Committee of the Board of Directors of (the Company ) and has been

More information

EASTMAN CHEMICAL COMPANY. Corporate Governance Guidelines

EASTMAN CHEMICAL COMPANY. Corporate Governance Guidelines I. Role of the Board of Directors EASTMAN CHEMICAL COMPANY Corporate Governance Guidelines The Board of Directors is elected by the stockholders to oversee management and to assure that the long-term interests

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

CANADIAN NATURAL RESOURCES LIMITED (the Corporation ) BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES

CANADIAN NATURAL RESOURCES LIMITED (the Corporation ) BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES CANADIAN NATURAL RESOURCES LIMITED (the Corporation ) BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of the Corporation has adopted the following Corporate Governance

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER ORGANIZATION AND PURPOSE The Board of Directors (the Board ) of Nabors Industries Ltd. (the Company ) has established the Audit Committee of the Board to carry out the duties and

More information

WELLS FARGO & COMPANY AUDIT AND EXAMINATION COMMITTEE CHARTER

WELLS FARGO & COMPANY AUDIT AND EXAMINATION COMMITTEE CHARTER WELLS FARGO & COMPANY AUDIT AND EXAMINATION COMMITTEE CHARTER PURPOSE: The purpose of the Audit and Examination Committee is to assist the Board of Directors in fulfilling its responsibilities to oversee:

More information

NEW YORK LIFE INSURANCE COMPANY AUDIT COMMITTEE MISSION STATEMENT

NEW YORK LIFE INSURANCE COMPANY AUDIT COMMITTEE MISSION STATEMENT NEW YORK LIFE INSURANCE COMPANY AUDIT COMMITTEE MISSION STATEMENT I. MISSION AND FUNCTION OF THE AUDIT COMMITTEE A. The mission of the Audit Committee is to assist the Board of Directors (the Board of

More information

SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE

SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE This Mandate of the Board of Directors (the Board ) of Shaw Communications Inc. (the Corporation ) was adopted October 23, 2014. I. Mandate The Board

More information

GAP INC. AUDIT AND FINANCE COMMITTEE CHARTER February 23, 2016

GAP INC. AUDIT AND FINANCE COMMITTEE CHARTER February 23, 2016 GAP INC. AUDIT AND FINANCE COMMITTEE CHARTER February 23, 2016 The Audit and Finance Committee of the board of directors assists the board in fulfilling its oversight responsibilities relating to the integrity

More information

ZENDESK, INC. COMPENSATION COMMITTEE CHARTER. Effective August 1, 2017

ZENDESK, INC. COMPENSATION COMMITTEE CHARTER. Effective August 1, 2017 ZENDESK, INC. COMPENSATION COMMITTEE CHARTER Effective August 1, 2017 I. General Statement of Purpose The Compensation Committee of the Board of Directors (the Compensation Committee ) of Zendesk, Inc.

More information

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

MINDEN BANCORP, INC. AUDIT COMMITTEE CHARTER

MINDEN BANCORP, INC. AUDIT COMMITTEE CHARTER MINDEN BANCORP, INC. AUDIT COMMITTEE CHARTER Purpose The Audit Committee (the Committee ) of Minden Bancorp, Inc. (the Company ) is appointed by the Board of Directors to assist the Board in fulfilling

More information

SIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES. (As adopted by the Board of Directors effective as of June 2012)

SIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES. (As adopted by the Board of Directors effective as of June 2012) SIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES (As adopted by the Board of Directors effective as of June 2012) A. The Roles of the Board of Directors and Management 1. The Board of Directors The

More information

CHARTER AUDIT COMMITTEE

CHARTER AUDIT COMMITTEE CHARTER AUDIT COMMITTEE Article 1. Tasks and powers 1.1 The Audit Committee shall supervise the activities of the Management Board with respect to: a) the operation of the internal risk management and

More information

RISK AND AUDIT COMMITTEE TERMS OF REFERENCE

RISK AND AUDIT COMMITTEE TERMS OF REFERENCE RISK AND AUDIT COMMITTEE TERMS OF REFERENCE Brief description Defines the Terms of Reference for the Risk and Audit Committee. BHP Billiton Limited & BHP Billiton Plc BHP Billiton Limited & BHP Billiton

More information

CHARTER OF THE AUDIT COMMITTEE NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE MUTUAL FIRE INSURANCE COMPANY NATIONWIDE CORPORATION

CHARTER OF THE AUDIT COMMITTEE NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE MUTUAL FIRE INSURANCE COMPANY NATIONWIDE CORPORATION CHARTER OF THE AUDIT COMMITTEE NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE MUTUAL FIRE INSURANCE COMPANY NATIONWIDE CORPORATION ESTABLISHMENT The Audit Committees are committees of the Board of Directors

More information

provide leadership to the Company by practising ethical and sustainable decision making in the best interest of the Company and shareholders;

provide leadership to the Company by practising ethical and sustainable decision making in the best interest of the Company and shareholders; GUYANA GOLDFIELDS INC. BOARD OF DIRECTORS MANDATE PURPOSE 1. The Board of Directors (the Board ) is responsible for the stewardship of the business and affairs of Guyana Goldfields Inc. (the Company ).

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Amended and Restated as of February 2018 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation

More information

COLGATE-PALMOLIVE COMPANY AUDIT COMMITTEE CHARTER

COLGATE-PALMOLIVE COMPANY AUDIT COMMITTEE CHARTER March 9, 2006 COLGATE-PALMOLIVE COMPANY AUDIT COMMITTEE CHARTER Purpose There shall be an Audit Committee (the Committee ) which will assist the Board of Directors in its oversight regarding: (1) the integrity

More information

MAGNA INTERNATIONAL INC. BOARD CHARTER

MAGNA INTERNATIONAL INC. BOARD CHARTER MAGNA INTERNATIONAL INC. BOARD CHARTER Purpose This Charter has been adopted by the Board of Directors to assist the Board in the exercise of its responsibilities. This Charter, together with the Corporate

More information

This Audit Committee Charter (this Charter ) has been adopted by the Board of Directors (the Board ) of McGraw-Hill Education, Inc.

This Audit Committee Charter (this Charter ) has been adopted by the Board of Directors (the Board ) of McGraw-Hill Education, Inc. MCGRAW-HILL EDUCATION, INC. AUDIT COMMITTEE CHARTER November 25, 2014 This Audit Committee Charter (this Charter ) has been adopted by the Board of Directors (the Board ) of McGraw-Hill Education, Inc.

More information

OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES

OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of OptiNose, Inc. (the Company ) has adopted these Corporate Governance Guidelines (these Guidelines ) to assist the Board

More information

Audit Committee Charter

Audit Committee Charter Audit Committee Charter 1.1 The role of the Audit Committee This Audit Committee Charter (the Charter ) has been adopted by the Board of Directors (the Board ) of Seadrill Partners LLC (the Company ) and

More information

BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES

BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES Management and the Board of Directors ( Board ) of Nabors Industries Ltd. (the Company ) are committed to conducting business consistent with

More information

Corporate Governance Principles. As Amended June 7, 2017

Corporate Governance Principles. As Amended June 7, 2017 Corporate Governance Principles As Amended June 7, 2017 These Corporate Governance Principles have been adopted by the Board of Directors of ABM Industries Incorporated ( ABM or the Company ). The principles,

More information

Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S. CVR no

Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S. CVR no Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S CVR no. 24 25 67 90 1. Status The Audit Committee is a committee of the Board of Directors established in accordance with Section

More information

The primary purposes of the Corporate Governance Committee shall be to shape the corporate governance of the Company, and by doing so shall:

The primary purposes of the Corporate Governance Committee shall be to shape the corporate governance of the Company, and by doing so shall: CONSTELLATION BRANDS, INC. BOARD OF DIRECTORS CORPORATE GOVERNANCE COMMITTEE CHARTER Composition and Member Qualifications The Corporate Governance Committee of the Board of Directors shall be composed

More information

SONOCO PRODUCTS COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES

SONOCO PRODUCTS COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES SONOCO PRODUCTS COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Sonoco Products Company is a corporation organized under the laws of South Carolina. South Carolina law states that, except as

More information

AT&T INC. CORPORATE GOVERNANCE GUIDELINES

AT&T INC. CORPORATE GOVERNANCE GUIDELINES AT&T INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors of AT&T Inc. ("AT&T") acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted the following

More information

CANADIAN PACIFIC RAILWAY LIMITED AND CANADIAN PACIFIC RAILWAY COMPANY BOARD OF DIRECTORS TERMS OF REFERENCE

CANADIAN PACIFIC RAILWAY LIMITED AND CANADIAN PACIFIC RAILWAY COMPANY BOARD OF DIRECTORS TERMS OF REFERENCE CANADIAN PACIFIC RAILWAY LIMITED AND CANADIAN PACIFIC RAILWAY COMPANY BOARD OF DIRECTORS TERMS OF REFERENCE The Term "Corporation" herein shall refer to each of Canadian Pacific Railway Limited ("CPRL")

More information

GRANITE CONSTRUCTION INCORPORATED AUDIT/COMPLIANCE COMMITTEE CHARTER

GRANITE CONSTRUCTION INCORPORATED AUDIT/COMPLIANCE COMMITTEE CHARTER GRANITE CONSTRUCTION INCORPORATED AUDIT/COMPLIANCE COMMITTEE CHARTER Purpose The Audit/Compliance Committee ( Committee ) is appointed by the Board of Directors and its purpose is to assist the Board in

More information

MALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES

MALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES MALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES The Board of Directors (the Board ) of Malibu Boats, Inc. (the Company ) has adopted the following principles of corporate governance ( Principles ).

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

NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES

NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the Board ) of National Vision Holdings, Inc. (the Company ) has adopted these corporate governance guidelines

More information

AMERICAN EXPRESS COMPANY AUDIT AND COMPLIANCE COMMITTEE CHARTER (as amended and restated as of September 26, 2017)

AMERICAN EXPRESS COMPANY AUDIT AND COMPLIANCE COMMITTEE CHARTER (as amended and restated as of September 26, 2017) AMERICAN EXPRESS COMPANY AUDIT AND COMPLIANCE COMMITTEE CHARTER (as amended and restated as of September 26, 2017) Purpose The Committee is responsible for assisting the Board of Directors in its oversight

More information

W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES

W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES The primary responsibility of the directors of W. R. Grace & Co. is to exercise their business judgment to act in what they reasonably believe to be in

More information

Allergan plc Board of Directors Corporate Governance Guidelines

Allergan plc Board of Directors Corporate Governance Guidelines Allergan plc Board of Directors Corporate Governance Guidelines I. Roles and Responsibilities of the Board of Directors The Board of Directors (the Board ), elected by the shareholders, is the ultimate

More information

The Audit and Compliance Committee of Novartis AG

The Audit and Compliance Committee of Novartis AG 18 Charter The Audit and Compliance Committee of Novartis AG Mission Statement The audit and compliance committee (the ACC ) will assist the board of directors of Novartis AG (the Board ) in monitoring

More information

THOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER

THOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER THOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER ADOPTED EFFECTIVE MARCH 1, 2017 TABLE OF CONTENTS 1. PURPOSE... 1 2. MEMBERS... 1 3. RESPONSIBILITIES... 1 4. REPORTING... 5 5. REVIEW... 6 6. ASSESSMENT...

More information

FIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER

FIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER FIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER For so long as shares of Fiat Chrysler Automobiles N.V. (the Company ) are listed on the New York Stock Exchange ( NYSE ), the rules of the NYSE and

More information

AMENDED AND RESTATED ON SEMICONDUCTOR CORPORATION CORPORATE GOVERNANCE PRINCIPLES

AMENDED AND RESTATED ON SEMICONDUCTOR CORPORATION CORPORATE GOVERNANCE PRINCIPLES AMENDED AND RESTATED ON SEMICONDUCTOR CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended and Restated as of January 1, 2018) The following principles have been approved by the Board of Directors (the

More information

Compensation Committee Charter

Compensation Committee Charter Amended and restated as of March 2015 Compensation Committee Charter Purpose of Committee The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of The Goldman

More information

BOARD CHARTER TOURISM HOLDINGS LIMITED

BOARD CHARTER TOURISM HOLDINGS LIMITED BOARD CHARTER TOURISM HOLDINGS LIMITED INDEX Tourism Holdings Limited ( thl ) - Board Charter 2 1. Governance at thl 2 2. Role of the Board 3 3. Structure of the Board 4 4. Matters Relating to Directors

More information

BOARD OF DIRECTORS CHARTER

BOARD OF DIRECTORS CHARTER BOARD OF DIRECTORS CHARTER January 1, 2018 CAN_DMS: \106676478\23 BOARD OF DIRECTORS CHARTER Introduction The Board of Directors (the Board ) of Nutrien Ltd. (the Corporation ) is responsible for the stewardship

More information

TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 1. Purpose An Audit Committee (hereinafter called the Committee ) of the Board of Directors (hereinafter called the Board ) of the Business

More information

AUDIT COMMITTEE. each member must be financially literate (as determined by the Board);

AUDIT COMMITTEE. each member must be financially literate (as determined by the Board); AUDIT COMMITTEE 1. Membership and Quorum a minimum of five directors appointed by the Board, one of whom must be the chair of the HR and Compensation Committee; only Independent directors, as determined

More information

GUIDELINES FOR THE BOARD OF DIRECTORS

GUIDELINES FOR THE BOARD OF DIRECTORS I. INTRODUCTION 1. The Board of Directors (Board) of Finning International Inc. (Corporation) believes that the principal objective of the Corporation is to generate long-term shareholder value. The Board

More information

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER SCIENCE APPLICATIONS INTERNATIONAL CORPORATION HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER Statement of Purpose The purpose of the Human Resources and Compensation Committee (the Committee ) of

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The following guidelines (the "Guidelines") have been developed and adopted by the Board of Directors (the "Board") of Seaspan Corporation (the "Corporation"), and together

More information

CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES

CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of CPI Card Group Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )

More information

NAVIENT CORPORATION COMPENSATION AND PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

NAVIENT CORPORATION COMPENSATION AND PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS CHARTER NAVIENT CORPORATION COMPENSATION AND PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS CHARTER Purpose. The purpose of the Compensation and Personnel Committee (the Committee ) of the Board of Directors (the

More information

CANADIAN SOLAR INC. Corporate Governance Guidelines

CANADIAN SOLAR INC. Corporate Governance Guidelines CANADIAN SOLAR INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Canadian Solar Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE Page 1 BOARD OF DIRECTORS MANDATE The Board of Directors of SNC-Lavalin Group Inc. (the Corporation ) supervises the management of the Corporation s business and affairs. 1 Composition. The articles of

More information

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

CANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL. Approved by the Board of Directors. on March 2, 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 7, 2017 TABLE OF CONTENTS 1. OVERVIEW... 3 2. BOARD OF DIRECTORS...

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Gildan Activewear Inc. ( Gildan or the Company ) considers strong and transparent corporate governance practices to be an important

More information

AXT, INC. CORPORATE GOVERNANCE GUIDELINES

AXT, INC. CORPORATE GOVERNANCE GUIDELINES AXT, INC. CORPORATE GOVERNANCE GUIDELINES Role of Board and Management The Board of Directors, which is elected by the stockholders, is the ultimate decision-making body of the Company except with respect

More information