The Board and Management consider good corporate governance to be central to the effective and efficient operation of the Company.  The Board, through the Governance and Nominating Committee, continually reviews its practices and monitors regulatory developments in Canada, and aims to achieve higher standards of corporate governance through meaningful improvements to existing practices.

The fundamental responsibility of the Board is to provide stewardship and governance over the management of the Company with the objective of enhancing the long-term value of the Company’s assets and maximize share value. This is done in the context of the requirements under the Company’s constating documents, applicable law and regulatory authorities’ rules and regulations.

The Board facilitates the exercise of independent supervision over the Company by ensuring representation on the Board by directors who are independent of Management. Directors are considered to be independent if they have no director or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

If a matter for the Board’s consideration involves a non-independent director, that director is required to recuse him or herself from the meeting for the consideration of such matter so that the directors who are not so involved can have an open and candid discussion and vote.

The Board supervises the conduct and affairs of the Company directly and through its committees. The Board holds regularly scheduled meetings, with additional meetings to consider particular issues held as necessary. In 2015, the Board held seven meetings.

At the conclusion of most regularly scheduled meetings, the independent directors meet in the absence of Management in order to encourage and ensure that free and candid discussions can take place. In addition, the Board has established Audit, Compensation, Governance and Nominating, and Sustainability Committee, each of which is comprised of independent directors.

In the event that the independent directors wish to convene a meeting amongst themselves, they may do so by making arrangements through the Corporate Secretary. In addition, all members of the Board regularly and independently confer amongst themselves and keep apprised of all operational and strategic aspects of the Company’s business.

The Chair of the Board is independent and is responsible for presiding over all meetings of the directors and Shareholders of the Company.