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Position Descriptions
 President & CEO
Board Chair
Lead Director
Audit Committee Chair
Compensation & Governance
Committee Chair
President & CEO Position Description
The President & Chief Executive Officer (the CEO) is accountable to the Board of
Directors for the effective overall management of Matrikon, and for conformity
with policies agreed upon by the Board.
The CEO shall have full responsibility for the day-to-day operations of Matrikon’s
business in accordance with Matrikon’s strategic plan, current year operating
and capital expenditure budgets as approved by the Board of Directors.
The approval of the Board of Directors (or appropriate Committee) shall be required
for all significant decisions outside of the ordinary course of Matrikon’s
business, including major financings, acquisitions, dispositions, budgets and
capital expenditures.
In addition to any CEO duties specified in the Charter of Expectations for the Board
and Individual Directors, the primary accountabilities of the CEO are:
Fostering a corporate culture that promotes ethical practices and encourages
individual integrity.
Maintaining a positive and ethical work climate that is conducive to
attracting,
retaining and motivating top-quality employees at all
levels.
Providing leadership and vision to manage Matrikon in the best interests of its
shareholders.
Developing a long-term strategy and vision for Matrikon.
Developing an annual operating plan and financial budget that support
Matrikon’s long-term strategy.
Strategy and implementation for major mergers, acquisitions and divestitures.
Ensuring that Matrikon’s day-to-day business affairs are appropriately managed
by developing and implementing processes that will ensure
the achievement of
financial and operating goals and objectives.
Designing or supervising the design and implementation of effective disclosure
and internal controls.
Formulating and overseeing the implementation of major corporate policies.
Establishing a strong working relationship with the Board of Directors.
Keeping the Board of Directors aware of Matrikon’s performance and events
affecting its business, including opportunities in the
marketplace and adverse
or positive developments.
Serving as the chief spokesperson for the company and establishing Matrikon’s
communications framework and strategy.
Ensuring, in cooperation with the Board, that there is an effective succession
plan in place for the CEO position.
Ensuring that Matrikon has an effective management team below the level of
the CEO, and has an active plan for its development and
succession.
Ensuring that there is clarity of objectives and focus for all employees and
ensuring that there are clear and appropriate standards and
measures of
performance.
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Board Chair Position Description
The Chair of the Board plays a critical leadership role in promoting the optimum
functioning of the board of directors, and in maintaining a positive working
relationship with the Chief Executive Officer and the management team.
The Chair position description will:
assist the Board to focus on the desired skill sets when nominating an
individual to chair the Board.
provide a basis to assess the performance of the Chair; and
give a new Chair insight into the responsibilities of the position.
Appointment
The Board shall elect a Chair (the Chair) from the existing Board members.
Where a vacancy occurs at any time in the Chair’s position, the Board will elect a
member to fill the position.
Reporting Relationship and Responsibilities
The prime responsibility of the Chair of the Board is to chair effective Board
and Shareholder meetings, monitor and oversee the strategic agenda of Matrikon,
provide leadership and advice respecting the business planning processes,
Corporate Governance and supporting materials provided to the Board.
The Chair shall strive to ensure the responsibilities of the Board are well
understood by both the Board and management and that the boundaries between the
Board and management are clearly understood and respected.
Objectives and Principal Duties
The Chair functions in a leadership capacity, and has a statutory authority and
obligation to preside over meetings of the Board, and to perform the duties and
exercise the powers assigned by the Board.
In performing this function, and in addition to any duties specified in the Charter
of Expectations for the Board and Individual Directors, the Chair shall:
chair meetings of the Board, ensuring that meetings are properly convened,
business is conducted legally and accurate minutes of
proceedings are
recorded;
working with the CEO, set Board meeting schedules, establish agendas that
address areas within the Board’s responsibility and ensure
the information
packages and presentations are focused and of appropriate
length, content and
context to support sound decisions;
encourage full participation by directors in and vigorous debate of issues at
meetings, creating an open atmosphere for directors to ask
questions or
dissent freely;
maintain open channels of communication with directors between meetings;
provide leadership in the adoption by the Board of good corporate governance
practices which will ensure a strong, viable and competitive
corporation
provide leadership in Board organization, effectiveness and renewal, making
recommendations respecting optimum Board and committee
structure,
processes, operation and membership;
take a lead role in assessing and addressing any concerns related to the
performance of the Board as a whole, committees of the Board
or individual
directors;
assist directors, collectively and individually, to achieve full utilization of
individual abilities, recommending director orientation and
training opportunities
where required;
work with committee chairs to establish effective communication and
information-sharing mechanisms and clear delineation of
responsibilities
between committees of the Board;
as an ex-officio member of all Board committees, attend committee meeting,
where appropriate.
coach, support and assist the CEO by:
- building an open and constructive working relationship
between the CEO,
senior management and the Board;
- ensuring that information management processes support the
early
identification of issues appropriately addressed by
the Board;
- communicating Board directives and requests to the CEO and
reporting
responses to the Board; and
- communicating with the CEO between meetings;
- contributing to the performance assessment and compensation
review process
of the CEO;
working with the CEO, develop and maintain productive relationships with all
stakeholders
provide leadership in the Board’s representation and protection of the
interests
of shareholders.
Other
Where the Chair is not an independent director, the Chair’s responsibilities,
objectives and principal duties shall be varied as necessary for the Lead
Director to carry out his/her responsibilities, objectives and principal
duties.
Lead Director Position Description
The Lead Director role exists to provide leadership to the Board in those particular
instances where the Chairman is not independent and unrelated. Fundamentally,
the role exists to ensure that the Board operates independently of management
and that Directors have an independent leadership contact.
Responsibilities of the Lead Director include:
Acting as a member of the Compensation and Corporate Governance
Committee (“the Governance Committee”).
Chairing the Board in the absence of the Chairman.
As requested by the Board, acting as a liaison between the Board and CEO.
Establishing, in consultation with the Chairman and the Governance Committee,
procedures to govern the Board’s work.
In concert with the Chairman, setting the agenda for Board meetings, based on
input from Directors and, when applicable, organizing
pre-meeting consultations
with the Board regarding same.
In concert with the Chairman and CEO, ensuring the appropriate flow of
information to the Board and reviewing adequacy and timing
of documentary
materials in support of management’s proposals.
Holding one-on-one discussions with individual Directors when the Governance
Committee or the Board so requests.
Ensuring that the Governance Committee:
-Evaluates the operation and effectiveness of the Board, for
example through
an annual process;
-Organizes the Board’s evaluation of the Chairman of the
Board, and provides
the Chairman with this feedback; and
-Works with the Chairman to ensure planning for Committee
member and
Committee Chair succession.
Meeting with Directors annually on a one-on-one basis to assess areas where
the Board and/or Committees can operate more effectively.
Carry out other duties as requested by the Governance Committee and the
Board.
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Audit Committee Chair Position Description
In addition to the responsibility and specific duties set out in the Charter of
Expectations for the Board and Individual Directors and the Terms of Reference
of the Audit Committee, the Chair (Chair) of the Audit Committee (Committee) of
Matrikon Inc. (Matrikon) has the responsibility and specific duties described
below.
Appointment
The Chair will be a duly elected member of the Board of Directors (Board) and
be appointed by the Board as the Committee Chair each year. The Chair will be
independent under the definition of Multilateral Instrument 52-110 Section 1.4
and any other applicable law and will have the competencies and skills
determined by the Compensation and Governance Committee and the Board.
Responsibility
The Chair provides independent, effective leadership to the Committee and leads
the Committee in fulfilling the duties set out in its Terms of Reference.
Leadership
Provide overall leadership to enhance the effectiveness of the Committee.
Take all reasonable steps to ensure that the responsibility and duties of the
Committee, as outlined in its Terms of Reference, are well
understood by the
Committee members and executed as
effectively as possible.
Ethics
Foster ethical and responsible decision making by the Committee and its
individual
members.
Committee Governance
Provide effective Committee leadership, overseeing all aspects of the
Committee’s
direction and administration in fulfilling its
Terms of Reference.
With the Compensation and Governance Committee, oversee the structure,
composition, membership and activities
delegated to the Committee.
Bring to the attention of the Board if the Committee is not composed entirely
of
independent directors under the definition of Multilateral
Instrument 52-110 and
applicable law.
Committee Meetings
Ensure that the Committee meets at least four times annually and as many
additional times as necessary to carry out its duties
effectively.
With the Board Chair, other Committee members, the Secretary, members of
Management and outside advisors, as appropriate, establish
the agenda for each
Committee meeting.
Chair all meetings of the Committee, including closed sessions and in camera
sessions. If the Committee Chair is not present, the
Committee members present
will elect a Committee
member to chair the meeting.
Ensure sufficient time during Committee meetings to fully discuss agenda
items.
Encourage Committee members to ask questions and express viewpoints during
meetings.
Deal effectively with dissent and work constructively towards arriving at
decisions
and achieving consensus.
Ensure that the Committee meets in separate, regularly scheduled,
non-management, closed sessions with the
independent auditors.
Ensure that the Committee meets in separate, regularly scheduled,
non-management, in camera sessions.
Ensure that the Committee meets in separate, non-management, closed sessions
with internal personnel or outside advisors, as needed or
appropriate.
Committee Reporting
Following each meeting of the Committee, report to the Board on the activities,
findings and any recommendations of the
Committee.
Ensure that Committee materials are available to any Director on request.
Committee / Management Relationships
Take all reasonable steps to ensure that Committee members receive written
information and are exposed to presentations from Management
to fulfill the
Committee Mandate.
Facilitate effective communication between Committee members and Management,
both inside and outside of Committee meetings.
Have an effective working relationship with members of Management.
Advisors / Resources
Ensure that resources and expertise are available to the Committee so that it
may
conduct its work effectively and efficiently.
Coordinate with the Committee to retain, oversee, compensate and terminate
independent advisors to assist the Committee in its
activities.
Other
Carry out any other appropriate duties and responsibilities assigned by the
Board
or delegated by the Committee.
To honour the spirit and intent of applicable law as it evolves, authority to
make
minor technical amendments to this Position Description is
delegated to the
Secretary.
Once or more annually, as the Compensation and Governance Committee decides,
this Position Description will be fully evaluated and
updates recommended to the
Board for consideration.
Compensation & Governance Committee Chair Position Description
In addition to the responsibility and specific duties set out in the Charter of
Expectations for the Board and Individual Directors and the Compensation,
Governance and Nominating Committee Terms of Reference, the Chair (Chair) of
the Compensation and Governance (Committee) of Matrikon Inc. (Matrikon) has the
responsibility and specific duties described below.
Appointment
The Chair will be a duly elected member of the Board of Directors (Board) and
be appointed by the Board as the Committee Chair each year. The Chair will be
independent under the definition of Multilateral Instrument 52-110 Section 1.4
and any other applicable law and will have the competencies and skills
determined by the Compensation and Governance Committee and the Board.
Responsibility
The Chair provides independent, effective leadership to the Committee and leads
the Committee in fulfilling the duties set out in its Terms of Reference.
Leadership
Provide overall leadership to enhance the effectiveness of the Committee.
Take all reasonable steps to ensure that the responsibility and duties of the
Committee, as outlined in its Terms of Reference, are well
understood by the
Committee members and executed as effectively as possible.
Ethics
Foster ethical and responsible decision making by the Committee and its
individual
members.
Committee Governance
Provide effective Committee leadership, overseeing all aspects of the
Committee’s
direction and administration in fulfilling its
Terms of Reference.
Oversee the structure, composition, membership and activities delegated to the
Committee.
Bring to the attention of the Bard if the Committee is not composed entirely of
independent directors under the definition of Multilateral
Instrument 52-110 and
applicable law.
Committee Meetings
Ensure that the Committee meets at least two times annually and as many
additional times as necessary to carry out its duties
effectively.
With the Board Chair, other Committee members, the Secretary, members of
Management and outside advisors, as appropriate, establish
the agenda for each
Committee meeting.
Chair all meetings of the Committee, including closed sessions and in camera
sessions. If the Committee Chair is not present, the
Committee members present
will elect a Committee
member to chair the meeting.
Ensure sufficient time during Committee meetings to fully discuss agenda
items.
Encourage Committee members to ask questions and express viewpoints during
meetings.
Deal effectively with dissent and work constructively towards arriving at
decisions
and achieving consensus.
Ensure that the Committee meets in separate, regularly scheduled,
non-management, in camera sessions.
Ensure that the Committee meets in separate, non-management, closed sessions
with internal personnel or outside advisors, as needed or
appropriate.
Committee Reporting
Following each meeting of the Committee, report to the Board on the activities,
findings and any recommendations of the
Committee.
Ensure that Committee materials are available to any Director on request.
Committee / Management Relationships
Take all reasonable steps to ensure that Committee members receive written
information and are exposed to presentations from Management
to fulfil the
Committee Mandate.
Facilitate effective communication between Committee members and Management,
both inside and outside of Committee meetings.
Have an effective working relationship with members of Management.
Evaluations
Ensure that a performance evaluation of the Committee and the Committee Chair
is conducted, soliciting input from all Committee members,
other Directors and
appropriate members of
Management.
Ensure that the annual Matrikon Board, Committee and Director effectiveness and
performance evaluations are conducted.
Advisors / Resources
Ensure that resources and expertise are available to the Committee so that it
may
conduct its work effectively and efficiently.
Coordinate with the Committee to retain, oversee, compensate and terminate
independent advisors to assist the Committee in its
activities.
Other
Carry out any other appropriate duties and responsibilities assigned by the
Board
or delegated by the Committee.
To honour the spirit and intent of applicable law as it evolves, authority to
make
minor technical amendments to this Position Description is
delegated to the
Secretary.
Once or more annually, as the Committee decides, this Position Description will
be
fully evaluated and updates recommended to the Board for
consideration.
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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