The Board of Directors (the “Board”) of Radius Financial (“Radius” or the “Corporation”) is responsible for the stewardship of the Corporation and for the supervision of the management of the business and affairs of the Corporation with a view to the best interest of the Corporation and its shareholders. The Board will carry out the procedures, responsibilities and duties set out below, either directly or through its committees (the “Committees”).
- The Board should consist of persons who possess skills and competencies in areas that are relevant to the Corporation’s activities.
- A majority of the directors will be independent directors as that term is defined in National Instrument 58-201 – Corporate Governance Guidelines and other applicable securities law and listing requirements and at least annually, the Board shall determine the independence of each director in accordance with these standards.
- The Board shall meet at least once in each fiscal quarter, with additional meetings scheduled as required.
- Each member of the Board is expected to attend Board and committee meetings and review related meeting materials made available to them in advance of such meeting.
- The Corporate Secretary, his or her designate or any other person the Board requests shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.
- The Board shall hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled meetings, at which (a) management is not present; and (b) management and non-independent directors are not present.
- The Board may appoint such Committees from time to time as it considers appropriate to act on behalf of the Board or to make recommendations to the Board with respect to matters to be decided by the Board. Subject to applicable laws, the Board may merge or dispose of any such appointed Committee.
- The Board has established the following Committees: Audit Committee, the Corporate Governance Committee and the Compensation Committee.
- The Board has approved mandates for each Committee and shall approve mandates for each new committee if so appointed and at least once annually each such mandate shall be reviewed by the Corporate Governance Committee.
- The Chair of each Committee shall provide to the Board a report of matters discussed at the Committee meeting that are material to the Committee and the Corporation.
Oversight of Management and the Board
- The Board has responsibility for the appointment and replacement of senior officers. The Board ensures that there is in place appropriate succession planning, including the appointment, training and monitoring of senior management and members of the Board.
- At least annually, the Board shall, with the assistance of the Corporate Governance Committee, review and approve the position descriptions of the chairman of the Board (the “Chairman”) and the Chief Executive Officer (the “CEO”).
- The Board is responsible for satisfying itself as to the integrity of the CEO, Chairman and other senior officers and that the CEO, Chairman and other senior officers create a culture of integrity throughout the organization.
- At least annually with the assistance of the Compensation Committee and the Corporate Governance Committee, the Board will review the compensation and evaluate the performance of the CEO, the Chairman, the members of the Board and senior officers to ensure that the compensation realistically reflects the responsibilities of the position and to ensure that they are competitive within the industry and that the form of compensation aligns the interests of each such individual with those of the Corporation.
- At least annually, the Board will review, and if appropriate approve, the Corporation’s Stock Option Plan, grants under such Stock Option Plan and any and all compensation and benefits programs.
- The Board shall have unrestricted access to management and employees of the Corporation. The Board shall have the authority to retain and terminate external legal counsel, consultants or other advisers to assist it in fulfilling its responsibilities and to set and pay the respective compensation of these advisers without consulting or obtaining the approval of any officer of the Corporation. The Corporation will provide appropriate funding, as determined by the Board, for the services of these advisers.
- Each new director shall participate in the Corporation’s orientation program and each director shall participate in the Corporation’s continuing director development program, as available. At least annually, with the assistance of the Corporate Governance Committee, the Board shall evaluate and review the performance of the Board, each of its committees, each of the directors and the adequacy of this mandate.
- With the assistance of the Audit Committee, the Board shall review the Corporation’s internal controls relating to financial information and reports provided by management on any material deficiencies in, or material changes to the controls.
- The Board is responsible for the review and approval of annual financial statements, management’s discussion and analysis related to such financial statements, budgets, forecasts, the Corporation’s annual information form and its annual report.
- The Board has primary responsibility for the development and adoption of the strategic direction of the Corporation. The Board contributes to the development of strategic direction by approving, at least annually, a strategic plan developed and proposed by management. The plan will take into account the business opportunities and business risks of the Corporation. The Board reviews with management from time to time the strategic planning environment, the emergence of new opportunities, trends, and risks and the implications of these developments for the strategic direction of the Corporation. The Board reviews and approves the Corporation’s financial objectives, plans and actions, including significant capital allocations and expenditures.
- The Board identifies the principal business risks of the Corporation and ensures that there are appropriate systems put in place to manage these risks.
- The Board monitors corporate performance against the strategic and business plans, including assessing operating results to evaluate whether the business is being properly managed.
- The Board reviews and approves material transactions that are not in the ordinary course of business.
- The Board has established a Corporate Governance Committee which establishes the Board’s approach to corporate governance principles and guidelines.
- The Board, with the assistance of the Corporate Governance Committee, shall annually review the size, composition and effectiveness of its members.
- The Board is responsible for ensuring appropriate standards of corporate conduct, and will at least annually with the assistance of the Corporate Governance Committee, review reports provided by management relating to the compliance of the Corporation’s ethics as outlined in the corporate code of ethics.
Communications and Reporting to Shareholders
- The Board oversees the Corporation’s continuous disclosure program with a view to satisfying itself that material information is disclosed in a timely fashion.
- At least annually, the Board shall review the Corporation’s overall communication strategy, including measure to receive feedback from the Corporation’s shareholders and shall satisfy itself that the appropriate procedures are in place or recommend changes where desirable.
- The Board continuously monitors, develops and approves disclosure policies and procedures.