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Corporate Governance Sherritt's Board of Directors believes that sound corporate governance practices are essential to the well-being of the Corporation and the promotion and protection of its shareholders' interests.
Board of Directors
Ian W. Delaney
Chairman
Sherritt International Corporation
Toronto, Canada
David V. Pathe
President and Chief Executive Officer
Sherritt International Corporation
Toronto, Canada
R. Peter Gillin
1, 2, 3, 4
Corporate Director
Toronto, Canada
The Honourable Marc Lalonde
1, 2, 4
(Lead Director)
Lawyer
Montreal, Canada
Sir Richard Lapthorne
1, 4, 5
Corporate Director
London, England
Edythe A. Marcoux
2, 3, 4
Corporate Director
Gibsons, Canada
Bernard Michel
4, 5
Corporate Director
Canmore, Canada
John R. Moses
3, 4, 5
Corporate Director
Toronto, Canada
Harold (Hap) Stephen
1, 2, 4
Corporate Director
Mississauga, Canada
1 Audit Committee
2 Human Resources Committee
3 Environment, Health, Safety and Sustainability Committee
4 Nominating and Corporate Governance Committee
5 Reserves and Projects Committee
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The Board has adopted a mandate, which reflects the Corporation's commitment to high standards of corporate governance, to assist the Board in supervising the management of the business and affairs of the Corporation as required under applicable law and stock exchange rules and requirements.
The fundamental responsibility of the Board is to oversee the management of the business and affairs of the Corporation with a view to sustainable value creation for all shareholders.
The Board promotes fair reporting, including financial reporting, to shareholders of the Corporation and other interested persons, as well as ethical and legal corporate conduct, through an appropriate system of corporate governance, internal controls and disclosure controls. The Board believes that the Corporation is best served by a board of directors which functions independently of management and is informed and engaged.
The Nominating and Corporate Governance Committee will review the Board's mandate annually, or more often if warranted, and recommend to the Board such changes as it deems necessary and appropriate in light of the Corporation's needs and legal and regulatory developments.
Board Committees
Audit Committee : Reviews the Corporation's financial statements and management's discussion and analysis of financial and operating results, and assists the Board in its oversight of the integrity of the Corporation's financial statements and other relevant public disclosures, the Corporation's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence, and the performance of the internal and external auditors.
Human Resources Committee: Assists the Board in monitoring, reviewing and approving the Corporation's compensation policies and practices, and administering the Corporation's share compensation plans. This Committee is responsible for reviewing and recommending director and senior management compensation and for succession planning with respect to senior executives.
Environment, Health, Safety and Sustainability Committee: Reviews environmental, health and safety and sustainability policies and programs, oversees the Corporation's performance in these areas and monitors current and future regulatory issues.
Nominating and Corporate Governance Committee: Assists the Board in establishing the Corporation's corporate governance policies and practices. This Committee also identifies individuals qualified to become members of the Board, and reviews the composition and functioning of the Board and its Committees.
Reserves and Projects Committee: Reviews the mineral reserves and resources of the Corporation and its affiliated and related entities with respect to overseeing the availability, maintenance, growth and integrity of the Corporation's reported reserve base, including any additional potential reserves. Reviews reserves and resources disclosure prior to public disclosure. Assists the Board in fulfilling its oversight responsibilities in relation to the major capital projects of the Corporation.
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