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.