The Company's Board consists of five Directors, two of whom are independent: Graham Dickson and Michael John Kitney. Robert Baldock is not independent as he is the President and CEO of the Company. Cathy Zhai is not independent as she is CFO and Corporate Secretary of the Company. Zaidi Harun is not independent as he holds the position of Vice President, Business Development of the Company.
The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders.
The Board expects Management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives.
At present, the Company has an Audit Committee and a Compensation Committee. Additional committees may be established as and when the Board considers it necessary.
The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee's primary responsibilities are to:
- Oversee the process related to the Company's financial risk and internal control;
- Oversee financial reporting; and
- Oversee internal and external audit processes.
The Compensation Committee has the responsibility to review and recommend for approval by the Board all remuneration of the senior Management of the Company. The Compensation Committee is also responsible for identifying, evaluating and recommending nominees to the Board of Directors and its committees. In certain circumstances the Committee may retain outside consultants to conduct searches for appropriate nominees.
Additional information on the Company and corporate governance is on SEDAR at www.sedar.com