Corporate Governance

Corporate Governance2019-05-10T14:45:42-06:00

The Board of Directors is comprised of seven members, all of whom have extensive and varied business experience. Michael Binnion, serves as Chairman of the Board. The responsibilities of the Chairman of the Board are outlined in the Terms of Reference. The directors hold in-camera sessions following each regularly scheduled audit committee meeting which precedes the board of directors meetings and then again when necessary throughout the year. Members of management are not in attendance for these meetings. The principal mandate of the Board is to oversee the management of the business and affairs of High Arctic, and monitor the performance of management.

Mandate of the Board of Directors

Board Chair Position Description and Mandate

There are four board committees which each have their own Terms of Reference. The committees and their members are as follows:

Audit Committee

The Audit Committee assists the Board in overseeing High Arctic’s financial reporting process and financial statements. The Audit Committee is responsible for:

  •  The adequacy, integrity and effectiveness of internal financial management controls and systems
  •  Monitoring the adequacy and integrity of the audit process

Members of the committee are Joe Oliver (Interim Chair), Daniel Bordessa, and Douglas Strong, all of whom are independent directors and financially literate.

Audit Committee Terms of Reference

Governance and Nominating Committee

The Governance and Nominating Committee monitors our governance systems in relation to external governance standards and best practices guidelines. The Governance and Nominating Committee is responsible for:

  •  Ensuring the effectiveness of the Board, its committees and individual directors
  •  Reviewing the Board’s performance in fulfilling its mandate at the conclusion of every fiscal year

Members of the governance and nominating committee are Ember Shmitt and Michael Binnion.

Governance and Nominating Committee Terms of Reference

Remuneration Committee

The Remuneration Committee is charged with the periodic review of, and recommendation to the Board of Directors with respect to, annual compensation and benefit packages of the Executive Officers of the Corporation and other such members of executive management as it is designated to consider. The Chief Executive Officer of the Corporation is charged with establishing compensation for the other non-executive employees of the Corporation and its subsidiaries.

Members of the remuneration committee are Daniel Bordessa (Chair), Ember Shmitt, Joe Oliver and Michael Binnion.

Remuneration Committee Terms of Reference

Quality, Health, Safety & Environment Committee

The Quality Health, Safety & Environment (QHSE) Committee is charged with the monthly review of, and reporting quarterly to the board of directors with respect to, the ongoing safety record of the corporation’s operations and procedures in place to ensure the safety of it’s employees, customers and the public.

Members of the HSE Committee are Simon Batcup (Chair).

Quality, Health, Safety and Environmental Committee Terms of Reference

Other Corporate Governance Related Documents

Certificates and Articles of Amalgamation and Amendment

By-Law Number 1 – General By-Law

By-Law Number 1A – Advanced Notice By-Law

Majority Voting Policy