The Board of Directors is comprised of six 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 a number of board committees, each with their own mandate. The committees and their members as of April 2020 are as follows:
The mandate of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities in respect of:
- the adequacy, integrity and effectiveness of the Corporation’s financial reporting process and financial statements,
- the adequacy, integrity and effectiveness of internal financial and management controls and systems;
- the adequacy and integrity of the audit process; and
- risk management for High Arctic, including the adequacy, integrity and effectiveness of risk management systems and reporting.
Members of the Audit Committee are: Doug Strong (Chair); Dan Bordessa; the Honorable Joe Oliver, 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:
- monitoring the appropriateness of the Corporation’s governance systems with regard to external governance standards, “best practices” guidelines and with an emphasis on “ongoing improvements”;
- review the makeup and needs of the Board of Directors and develop criteria for adding new directors to the Board of Directors; and
- evaluate and assess the effectiveness of the Board of Directors, its committees in meeting governance objectives and each individual’s own contributions.
Members of the Governance and Nominating committee are Ember Shmitt (Chair), Doug Strong and Michael Binnion.
Governance and Nominating Committee Terms of Reference
The Remuneration Committee is charged with reviewing and making recommendations to the Board in respect of the compensation matters relating to the Corporation’s executive officers, employees and directors. As a part of this process, compensation levels are set by reviewing compensation paid for directors and officers of companies of similar size and stage of development.
Members of the Remuneration Committee are: Michael Binnion (Chair), Dan Bordessa, Ember Shmitt and the Honorable Joe Oliver.
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), Doug Strong and Michael Binnion.
Quality, Health, Safety and Environmental Committee Terms of Reference
The M&A Committee was formed for the specific purpose of monitoring and advising the Board and management on investment opportunities consistent with the Corporation’s strategy. Board members with finance, capital markets and operational knowledge were appointed to the committee. The committee reviews and oversees significant investing matters being considered by management such as asset purchases and business acquisitions including financing considering the Corporation’s capital structure and allocation strategy.
Members of the M&A Committee are: Dan Bordessa (Chair); Michael Binnion, Doug Strong.
The Executive Committee is responsible for monitoring and advising on management’s plans to mitigate risk associated recent global developments. Consistent with the Corporation’s strategy to preserve a strong financial position, the Executive Committee will oversee and review measures to sustain safe, quality-based customer service, financial liquidity and stakeholder communication.
Members of the Executive Committee are: Michael Binnion (Chair); Doug Strong, Dan Bordessa.
Other Corporate Governance Related Documents
Certificates and Articles of Amalgamation and Amendment
Majority Voting Policy
Sedar Code of Business Conduct