Corporate Governance Disclosure
1. Board of Directors — Disclose how the board of directors (the board) facilitates its exercise of independent supervision over management, including
(i) the identity of directors that are independent, and
(ii) the identity of directors who are not independent, and the basis for that determination.
2. Directorships — If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.
3. Orientation and Continuing Education — Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors.
4. Ethical Business Conduct — Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.
5. Nomination of Directors — Disclose what steps, if any, are taken to identify new candidates for board nomination, including:
(i) who identifies new candidates, and
(ii) the process of identifying new candidates.
6. Compensation — Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:
(i) who determines compensation, and
(ii) the process of determining compensation.
7. Other Board Committees — If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.
8. Assessments — Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.
(1) This form applies to both corporate and non-corporate entities. Reference to a particular corporate characteristic, such as a board, includes any equivalent characteristic of a non-corporate entity.
Income trust issuers must provide disclosure in a manner which recognizes that certain functions of a corporate issuer, its board and its management may be performed by any or all of the trustees, the board or management of a subsidiary of the trust, or the board, management or employees of a management company. In the case of an income trust, references to “the issuer” refer to both the trust and any underlying entities, including the operating entity.
(2) If the disclosure required by Items 1 and 2 is included in a management information circular distributed to security holders of the issuer for the purpose of electing directors to the issuer’s board of directors, provide disclosure regarding the existing directors and any proposed directors.
(3) Disclosure regarding board committees made under Item 7 of this Form may include the existence and summary content of any committee charter.
(3.1) Issuers may incorporate disclosure regarding compensation made under Item 6 of this Form by reference to the information required to be included in Form 51-102F6 Statement of Executive Compensation. Clearly identify the information that is incorporated by reference into this Form.
[Amended October 31, 2011]