Chairman of the Board Mandate

General Description

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”).

Board Composition

The Chairman of the Board (the “Chairman”) presides over the Board of Directors (the “Board”) of Radius Financial (“Radius” or the “Corporation”) and provides leadership to the Board in determining that the Board meets all its legal and ethical responsibilities.
He has the responsibility of leading the Board and in setting the values and standards of the Corporation and of maintaining a relationship of trust with and between the executive and non-executive directors.

Appointment

  • The Chairman shall be independent as that term is defined in National Instrument 58-201 – Corporate Governance Guidelines and other applicable securities law and listing requirements.
  • The Chairman shall be approved and appointed by the Board and shall hold office at the pleasure of the Board, until a successor shall have been duly appointed or until the Chairman resigns or is otherwise removed from the office by the Board.

Duties and Responsibilities

The Chairman shall:

  • be responsible, in conjunction with the Corporate Governance Committee, to provide leadership to ensure that the Board functions independently of the Corporation’s management;
  • recommend, when deemed necessary, and preside in special meetings of the Board;
  • direct the Board in the fulfillment of its stated roles, objectives and responsibilities in an effective manner;
  • from time to time, consult and meet with any or all of the Corporation’s independent, unrelated directors and represent such directors in discussions with management on corporate governance and other matters;
  • serve as Board ombudsperson, so as to ensure that questions or comments of individual directors are heard and addressed;
  • ensure that the Board, committees of the Board, individual directors and senior management of the Corporation understand and discharge their duties and obligations under the Corporation ’s system of corporate governance;
  • facilitate the process of conducting director evaluations; and
  • perform such other duties as may from time to time be delegated by the Board.