Matrikon's Board believes in the importance of maintaining sound corporate governance practices, and has therefore established the Compensation and Governance Committee to periodically review, evaluate and modify governance processes as necessary.
The following table summarizes Matrikon's governance procedures according to National Instrument 58-101.
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CSA Corporate Governance Guideline |
Comments |
| 1. Board of Directors |
| (a) |
Disclose the identity of directors who are independent.
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The independent directors are:
Hugh J. Bolton
C. Kent Jespersen
Robert Moore
Michael B. Percy
Janice G. Rennie
Eric Rosenfeld
The Board evaluates individual director independence based on Multilateral
Instrument 52-110 Section 1.4
|
| (b) |
Disclose the identity of directors who are not independent,
and describe the basis for that determination.
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Nizar J. Somji, founder, president and CEO of Matrikon is the only
director who is not considered independent under Multilateral
Instrument 52-110 Section 1.4
|
| (c) |
Disclose whether or not a majority of directors are independent.
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Six of Matrikon’s seven current directors (86%) are independent.
|
| (d) |
If a director is presently a director of any other issuer that
is a reporting issuer (or the equivalent) in a jurisdiction or
a foreign jurisdiction, identify both the director and the other
issuer.
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All directorships with other public entities for each director
are disclosed in the 2009 information circular (pages 8-10)
|
| (e) |
Disclose whether or not the independent directors hold regularly
scheduled meetings at which non-independent directors and members
of management are not in attendance.
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The independent directors regularly hold in camera sessions at in
person board and committee meetings. The Audit Committee also holds
in camera sessions with the external auditors and with management.
FY2009 In Camera Sessions
Board:....................................................5
Audit Committee:....................................5
Compensation & Governance Committee:...2
|
| (f) |
Disclose whether or not the chair of the board is an independent
director.
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The board chairman, Hugh J. Bolton, is an independent director
|
| (g) |
Disclose the attendance record of each director for all board
meetings held since the beginning of the issuer’s most recently
completed financial year.
|
| Director |
Committee
Meetings |
Board
Meetings |
% |
| Hugh Bolton |
4/4 |
13/13 |
100% |
| Kent Jespersen |
4/4 |
12/13 |
94% |
| Robert Moore |
6/6 |
13/13 |
100% |
| Michael Percy |
6/6 |
11/13 |
89% |
| Janice Rennie |
6/6 |
13/13 |
100% |
| Eric Rosenfeld |
4/4 |
13/13 |
100% |
| Nizar J. Somji |
n/a |
13/13 |
100% |
The Board has established a minimum meeting attendance policy
of 80%. Attendance of less than this amount without extenuating
circumstances would be a cause for concern.
|
| 2.Board Mandate |
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Disclose the text of the board’s written mandate.
|
Matrikon's
Charter of Expectations
for the Board and
Individual Directors
is available on our website and was included as Appendix
2 to our information circular for our December 9, 2005 annual and
special meeting, filed on SEDAR at
www.sedar.com
and such appendix is incorporated by reference herewith.
The board charter discusses the responsibilities of the board and
individual directors and the board's involvement in Matrikon's
strategic planning process.
|
3.Position Descriptions |
| (a) |
Disclose whether or not the board has developed written
position descriptions for the chair and the chair of each
board committee.
|
Click here
for Position descriptions.
|
| (b) |
Disclose whether or not the board and CEO have developed
a written position description for the CEO.
|
Click here
for a position description for the CEO.
|
4.Orientation & Continuing Education |
| (a) |
Briefly describe the way new directors are oriented about
|
|
| |
(i) the role of the board, its committees and its directors, and
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The board charter of Expectations outlines Matrikon’s expectations
with respect to director behaviour, roles and responsibilities. Each
committee has a Terms of Reference that outline the specific
responsibilities of the committee.
|
| |
(ii) the nature and operation of the issuer’s business.
|
Arrangements are made for specific briefing sessions from appropriate
senior personnel to help new directors better understand Matrikon’s
strategies and operations.
Senior managers and other Matrikon employees make frequent presentations at
board meetings on a variety of business issues and strategies. In addition, external
resources (such as insurance brokers) occasionally present at board meetings.
Directors are invited to attend various Matrikon events. Through these events, they
have an opportunity to meet with employees and learn more about our business and
our technology.
Directors may also attend industry conferences at Matrikon’s expense.
|
| (b) |
Briefly describe what measures the board takes to provide continuing
education for its directors.
|
Subject to board approval, directors may enroll in professional development
courses at Matrikon’s expense.
No directors were enrolled in professional development courses at
Matrikon’s expense in 2009.
|
5.Ethical Business Conduct |
| (a) |
Disclose whether or not the board has adopted a written code for the
directors, officers and employees. If the board has adopted a written
code:
|
Matrikon has a
Business Code of Conduct
that is applicable to all directors, officers and employees.
|
| |
(i) disclose how a person or company may obtain a copy of the code.
|
Our Business Code of Conduct is available by
clicking here
and on SEDAR at www.sedar.com.
It will be mailed to anyone requesting it by contacting Matrikon’s investor
relations department at 1-877-MATRIKON extension 4010.
|
| |
(ii) describe how the board monitors compliance with its code.
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All new employees are required to read and sign off on the Code as
part of the orientation process.
All employees annually review and sign off on a number of policies,
including the Business Code of Conduct.
|
| |
(iii) provide a cross-reference to any material change report filed
since the beginning of the issuer’s most recently completed financial
year that pertains to any conduct of a director or executive officer
that constitutes a departure from the code.
|
The board has not granted any waiver of the code of conduct nor has a
material change report been required or filed.
|
| (b) |
Describe any steps the board takes to ensure directors exercise independent
judgement in considering transactions and agreements in respect of which a
director or executive officer has a material interest.
|
Matrikon’s Business Code of Conduct outlines our conflict of interest guidelines.
If a director has a material interest in a specific topic, they are not permitted
to be present when the matter is discussed or voted upon. Care is taken to
ensure all director conflicts are documented in the meeting minutes.
|
| (c) |
Describe any other steps the board takes to encourage and promote a culture of
ethical business conduct.
|
Ethical business conduct is a constant focus of the board. Board members are
encouraged to interact with employees and members of the management team.
|
| 6.Nomination of Directors |
| (a) |
Describe the process by which the board identifies new candidates for
board nomination.
|
The Compensation and Governance Committee is responsible for identifying
new candidates for recommendation to the board. The committee considers
the composition of the Board annually and prepares recommendations for
director nominees. In this process, the views and recommendations of the
Board Chairman, the Chief Executive Officer and all directors are sought
and considered.
See the Compensation & Governance Committee Terms of Reference Section E:
Responsibilities and Authority – Nominations for additional information. The
Compensation & Governance Committee Terms of Reference was included as Appendix 10 to our
information circular for our December 9, 2005 annual and special meeting, filed on
SEDAR at www.sedar.com and such appendix is incorporated by reference herewith.
|
| (b) |
Disclose whether or not the board has a nominating committee composed
entirely of independent directors.
|
The
Compensation & Governance Committee
is responsible for director nominations and is composed entirely of independent directors.
|
| (c) |
If the board has a nominating committee, describe the responsibilities,
powers and operation of the nominating committee.
|
The Compensation and Governance Committee is responsible for nominations.
Please refer to the Compensation & Governance Committee Terms of Reference
(Appendix 2) Section E: Responsibilities and Authority – Nominations for information
regarding the responsibilities, powers and operations of the committee. The
Compensation & Governance Committee Terms of Reference was included as Appendix 10 to our
information circular for our December 9, 2005 annual and special meeting, filed on
SEDAR at www.sedar.com and such appendix is incorporated by reference herewith.
|
| 7.Compensation |
| (a) |
Describe the process by which the board determines the compensation for the
issuer’s directors and officers.
|
The Compensation and Governance Committee is responsible for reviewing and
approving the compensation of all senior officers of Matrikon, including the
general salary structure and short- and long-term incentive programs and bonuses.
The Committee regularly discusses personnel and human resource matters, including
recruitment and development, management succession and benefit plans.
The Committee reviews the adequacy of director compensation and ensures that
it realistically reflects the responsibilities and risks involved in being an
effective director. The Committee recommends the compensation for the President
& CEO for board approval.
See the Report on Executive Compensation (pages 16-18) and Director Compensation
(page 11) contained in this information circular for additional information.
|
| (b) |
Disclose whether or not the board has a compensation committee composed entirely
of independent directors.
|
The Compensation & Governance Committee
is composed entirely of independent directors.
|
| (c) |
If the board has a compensation committee, describe the responsibilities, powers
and operation of the compensation committee.
|
The Compensation and Governance Committee focuses on ensuring that human resource
strategies support Matrikon’s objectives and sustain shareholder value, and on
measuring Board performance with respect to governance standards.
The Compensation and Governance Committee is responsible for reviewing compensation
levels of senior management, for succession planning for the Chief Executive Officer
and for providing advice to the board concerning the general oversight of compensation
and governance matters.
The committee also acts as the Nominating Committee and assists the board in identifying
individuals qualified to become board members and recommending director nominees.
See the Compensation and Governance Committee report (page 15) of the 2009 Information
Circular and the
Compensation & Governance Committee Terms of Reference
Appendix 10 to our information circular for our December 9, 2005 annual and special
meeting, filed on SEDAR at www.sedar.com and such appendix is incorporated by
reference herewith.
|
| (d) |
If a compensation consultant or advisor has, at any time since the beginning
of the issuer’s most recently completed financial year, been retained to
assist in determining compensation for any of the issuer’s directors and
officers, disclose the identity of the consultant or advisor and briefly
summarize the mandate for which they have been retained.
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No compensation consultants or advisors were retained in fiscal year 2009.
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| 8.Other Board Committees |
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If the board has standing committees other than the audit, compensation
and nominating committees, identify the committees and describe their function.
|
None
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| 9.Assessments |
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Disclose whether or not the board, its committees and individual directors
are regularly assessed with respect to their effectiveness and contribution.
If assessments are regularly conducted, describe the process used for the
assessments. If assessments are not regularly conducted, describe how the
board satisfies itself that the board, its committees, and its individual
directors are performing effectively.
|
The Compensation and Governance Committee has the responsibility for assessing
the board’s effectiveness as a whole, as well as the effectiveness of the
individual directors and the committees of the board. A board performance
review is conducted annually with the findings reported to the board. The
assessment process examines the effectiveness of the board as a whole and
specifically reviews areas that board members believe could be improved to
ensure the continued effectiveness of the board in the execution of its
responsibilities. The board chair interviews each director, addressing
board responsibility, organization, operations, communications and effectiveness
and then reports the findings to the board.
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