The role of the Board Members is to oversee senior management in the ethical operation of the company and to ensure actions taken are the best interest of shareholders and stakeholders. To meet the requirements of this role, board members are expected to be engaged and proactive in their position.
The size of the board of directors consists of six members. Each board member is elected for a 3 year term. At the end of the 3 year term, the board member may run for election to the board.
The selection of a board member is based on the individual’s background, skills and abilities, and whether such characteristics qualify the individual to effectively serve as a member of the board. The selection criteria for a board member include their character, independence, relevant skills, diversity, demonstrated leadership and financial literacy.
The majority of the board members are independent.
The Board will meet at least four times annually. From time to time, special meetings may be called. Directors are expected to attend each meeting and to invest the time and effort necessary to understand the Company’s business, opportunities and challenges.
The basic duties of the board members include being prepared for and attending Board meetings and actively participating in discussions. Board members are also expected to make themselves available outside of Board meetings for advice and consultation. A board member who is unable to attend a Board or committee meeting should notify the CEO in advance of the meeting.
Board members receive compensation with an equity unit award. The equity unit award vests in accordance with the term of the board seat. Board member compensation will be reviewed annually and changes will be made as deemed appropriate by management.
A board member who intends to resign or retire or refuses to stand for re-election to the Board must provide written notice to management within 30 days of the effective date. The written notice must state the effective date of the resignation or retirement. For refusals to stand for re-election, the board member must state the date the election will occur.
Board members are expected to avoid any behavior or action that conflicts with the interests of the Company or gives the appearance of a conflict. Whether it is an actual or potential conflict of interest, it must be immediately reported by the board member to management. The existence of any material conflicts must be resolved, or the board member must resign. If a board member has a personal interest in a matter before the Board, the board member must disclose the interest to the Board, excuse himself or herself from discussion, and abstain from voting on the matter.
The Board should undertake an annual evaluation of the Board as well as each board member to determine whether the board in its capacity is functioning effectively.