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Charter of Expectations for the Board and Individual Directors
Matrikon has adopted a Charter of Expectations for the Board and Individual
Directors which sets out specific responsibilities to be discharged by
Matrikon's directors and the individual roles expected of them.
Board Expectations
Managing the business and affairs of the Corporation. The Board delegates
authority to the CEO to provide Matrikon with day-to-day leadership and
management.
The Board has established two committees to provide more detailed review and
oversight of important areas of responsibility. These committees are the Audit
Committee and the Compensation and Governance Committee. The Board is
responsible for appointing directors to these committees, and establishing and
periodically reviewing their terms of reference. (See Audit Committee Terms of
Reference and Compensation and Governance Committee Terms of Reference.)
The Board has implemented a process to evaluate its performance in fulfilling its
responsibilities.
Other responsibilities of the Board include:
Implementing a process for new director orientation
Periodic review of the composition of the Board
Appointing the Chairman and Secretary of the Board
Establishing and enforcing a Board and Corporate confidentiality policy
Implementing corporate governance policies to fulfil the Board's
responsibilities
for oversight and control
Strategy and plans
Matrikon's Board is responsible for ensuring that the company develops and
implements a strategic business plan. The Board fulfils this responsibility by
participating in the strategic planning process with management, including one
all-day board meeting each year specifically dedicated to reviewing and
approving the strategic plan.
With respect to strategic plan oversight, the Board also:
Oversees management's implementation of the strategic plan
Evaluates management's performance against the strategic plan
Reviews and approves Matrikon's financial objectives
Approves the annual budget to support Matrikon's ability to meet the objectives
established in the strategic plan
Approves the organization of significant business units
Monitors Matrikon's progress towards its goals
Management and human resources
The Board has responsibility for the appointment, termination and succession of
the CEO, establishing CEO compensation, monitoring and reviewing CEO
performance against written objectives, providing advice and counsel to the
CEO, and approving decisions related to corporate officers. The Board also
ensures that succession plans are in place and approves certain matters related
to all employees, including the annual compensation policy for employees, and
new benefit programs or material changes to existing programs.
Business and risk management
The Board monitors Matrikon's performance against its strategic, operating and
capital plans and financial budgets and assesses whether the company is meeting
its objectives.
The Board ensures that management identifies the principal risks facing Matrikon,
implements systems to manage these risks, and regularly reports on them to the
Board to determine whether Matrikon has achieved an appropriate balance between
risk and reward.
The Board receives an annual report from management on matters relating to proper
financial accounting, reporting and disclosure, employee health and safety and
related party transactions.
Financial and corporate issues
The Board monitors the implementation and integrity of Matrikon's internal
control and management information systems, monitors operational and financial
results, approves annual and quarterly financial statements, meets regularly
with and receives reports from Matrikon's independent Auditors, approves
significant debt and equity financing, reviews material corporate insurance
policies, reviews the commencement or settlement of litigation that is expected
to have a material impact on the company, and recommends the appointment of
external auditors to shareholders.
Shareholder and corporate communications
The Board ensures that management has appropriate policies in place to
facilitate effective communication processes, satisfy continuous disclosure
requirements and ensure that financial results and other material events are
reported on a timely basis.
Corporate policies and procedures
The Board approves and monitors Matrikon's policies, which are intended to
ensure compliance with the laws, regulations, agreements, policies and
procedures, including but not limited to: a code of business conduct,
continuous disclosure, conflict of interest, insider trading, computer usage
and confidentiality. The Board also directs management to ensure appropriate
corporate record keeping is in place.
Individual Director Expectations
The Board seeks members from diverse professional and personal backgrounds who
combine a broad spectrum of experience and expertise with a reputation for
business acumen and integrity. Potential new directors are assessed on their
individual qualifications as well as skill, age and experience in the context
of the needs of the Board.
The Charter stipulates the personal and professional characteristics expected of
directors, including:
High ethical standards and integrity in their personal and professional
dealings
A willingness to act upon and remain accountable for their boardroom decisions
Wise and thoughtful counsel to the Board and management on a broad range
of issues
Depth of knowledge to understand and question the assumptions upon which
the strategic and business plans are based
A reasonable level of financial literacy (know how to read financial statements
and understand the use of financial ratios)
Respect for confidentiality
Willingness to be available as a resource to management
and the Board
Respect for others
Individual directors are also expected to:
Prepare for each Board and committee meeting
Maintain an excellent Board and committee meeting attendance record
(attendance of less than 80% without extenuating
circumstances would create
considerable concern)
Participate fully and frankly in Board deliberations and discussions
Demonstrate willingness to listen to others’ opinions and consider them
Be willing to raise tough questions in a manner that encourages open
discussion
Establish an effective, independent and respected presence on the Board and a
collegial relationship with other directors
Focus inquiries on issues related to strategy, policy and results rather than
day
to day issues of corporate management
Think, speak and act independently
Be willing to risk rapport with the Chair and other directors in taking a
reasoned,
independent position
Participate on committees and become knowledgeable about the duties,
purpose and goals of each committee
Become knowledgeable about Matrikon's business and the industry it operates
in
Participate in director orientation and development programs
Maintain a current understanding of the regulatory, legislative, business,
social
and political environments in which Matrikon operates
Become acquainted with Matrikon's senior managers
Visit Matrikon's offices when appropriate
Other Matters
With respect to retirement, the Board does not favour term limits, but monitors
the overall performance of the Board annually. The Compensation and Governance
Committee reviews each directors’ continuation on the Board every year.
Non-independent directors offer to resign from the Board upon their resignation,
removal or retirement as an officer of Matrikon.
One independent director is elected as Chair of the Board each year.
Board performance is assessed annually to determine whether it is functioning
effectively.
Board members have complete and open access to Matrikon's CEO, CFO and General
Counsel and to all other members of management.
The Board and each committee has the power to hire independent legal, financial or
other advisors at Matrikon's expense as it deems necessary. Prior approval from
Matrikon is not required.
The Board will have at all times an Audit Committee and a Compensation and
Governance Committee. Each of these committees shall consist solely of
independent directors.
Please note:
Information contained in the Investor section of Matrikon's web site was
accurate at the time of posting, but may have been superseded by subsequent
disclosures.
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