17 Both exchanges The following types of individuals would not be considered independent directors by either Exchange: • A person who is currently an officer, employee or a service provider to your company, or any of its subsidiaries, or has been within the past three years; • A person who is an officer, employee or controlling shareholder of a company that has a material business relationship with your company. Board mandate Your Board should adopt a written mandate that acknowledges responsibility for: a. stewardship of your company; b. the integrity of the chief executive officer (CEO) and other executive officers, and their creation of a culture of integrity throughout the organization; c. adopting a strategic planning process and approving (on at least an annual basis) a plan which takes into account the opportunities and risks of your business; d. identifying principal risks of your business, and implementing appropriate risk management systems; e. succession planning (including appointing, training and monitoring senior management); f. adopting a communication policy; g. internal control and management information systems; and h. developing corporate governance principles and guidelines. The written mandate of the Board should also set out: a. the stakeholder communication process; and b. the directors’ basic duties with respect to issues such as Board meeting attendance and advance review of meeting materials. Position descriptions The Board should develop descriptions for the following positions: • Chair of the Board • Chair for each Board committee • CEO (including his/her corporate goals and objectives) Code of business conduct and ethics The Board should adopt a written code of business conduct and ethics (a code) applicable to directors, officers and employees. The code should constitute written standards designed to promote integrity and address the following areas: a. conflicts of interest; b. use of corporate assets; c. confidentiality; d. fair dealing with security holders, customers, suppliers, competitors and employees; e. compliance; and f. reporting of illegal or unethical behaviour.
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