The Board of Directors is comprised of seven directors, of whom 6 are independent for the purposes of NI 58-101 and impartiality.
Mr. Lee is the Chairman of the Board of Directors of the Corporation and an independent director and is responsible for chairing meetings of the Board of Directors. As Chairman of the Board of Directors, he is responsible for providing direction to the Board of Directors in overseeing operations and strategic planning. To that end, he calls meetings of the Board of Directors as required between the regularly scheduled quarterly meetings, as issues of substance arise. He is readily available for consultation with the Corporation's Chief Executive Officer and Chief Financial Officer.
There are no special structures or processes in place to facilitate the functioning of the Board of Directors independently of the Corporation's management. However the independent directors are given full access to management so that they may express their own views and communicate their expectations of the management.
Orientation and Continuing Education of Board Members
New Board members receive an information package which includes reports on operations and results, and public disclosure filings by the Corporation. Board committee meetings are sometimes held at the Corporation's facilities and are combined with presentations by the Corporation's management and employees to give the directors additional insight into the Corporation's business. In addition, management of the Corporation makes itself available for discussion with all Board members.
Measures to Encourage Ethical Business Conduct
The Board of Directors has not yet adopted a written code of business conduct and ethics, except relating to trading in securities and non-public information of companies and whistleblower policies. The Board of Directors encourages and promotes a culture of ethical business conduct through various measures including the following. The Board of Directors discourages transactions involving related parties. To the extent that such transactions arise, full disclosure is required in accordance with the provisions of the ABCA, the corporate statute governing the Corporation. Conflicts, if any, will be subject to the procedures and remedies under the ABCA. The Board of Directors has delegated to executive management the appropriate financial and operational authority to execute the approved annual budget and operating plan.