Compliance with NYSE Corporate Governance Standards
We are a public company and our shares trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE).
We comply with applicable corporate governance guidelines and requirements in Canada and the United States, including:
- the corporate governance standards that apply to Canadian companies listed on the TSX
- the requirements of the Sarbanes-Oxley Act of 2002 (SOx)
- the NYSE corporate governance standards that apply to foreign private issuers registered with the Securities and Exchange Commission (SEC) in the US.
We also voluntarily comply with most of the NYSE corporate governance standards that apply to US issuers, with the following exceptions:
- director independence standards: we generally comply with the NYSE standards, but in some cases we may determine that a director is independent when only the Canadian independence standards are satisfied
- shareholder approval of equity compensation plans: we comply with the TSX rules, which require shareholders to approve equity compensation plans only if they involve newly issued securities. The NYSE standards require shareholders to approve the plans and any material revisions, whether or not the securities issued under the plans are newly issued or purchased on the open market, subject to a few limited exceptions.
- appointment of auditors: we comply with the Canada Business Corporations Act, which requires the auditors be appointed by the shareholders at the company’s annual meeting. The NYSE standards require the audit committee be directly responsible for the appointment of any registered accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. However, there is an exception for foreign private issuers that are required under a home country law to have auditors selected according to home country standards. Our audit and finance committee is responsible for evaluating the auditors and recommending the appointment of the auditors to the board to recommend to the shareholders.
Under the TSX rules, shareholders must also approve the following:
- if the plan does not set a fixed maximum number of securities that can be issued, shareholders have to approve the plan every three years
- if the plan has an amendment procedure, shareholders only have to approve the following kinds of amendments:
- reducing the exercise price or extending the term of options held by insiders
- removing an insider participation limit or an amendment which results in an insider participation limit being exceeded
- increasing the fixed maximum number of securities to be issued under the plan
- changing the amendment procedure or when the plan requires the amendment to receive shareholder approval.
Separate chair and CEO positions
Leadership starts at the top, and we believe it is important to maintain separate chair and CEO positions.
A non-executive chair provides the board with stronger leadership, fosters more effective decision-making and avoids conflicts of interest. It also allows the board to more effectively oversee our affairs and hold management accountable for the company's activities. We have had an independent, non-executive chair of the board since 2003.
Both positions are appointed by the board.