Director Education and Continuing Education Policy

1. Purpose

The purpose of this Director Orientation and Continuing Education Policy (the “Policy”) is to set forth the Corporation’s process of orientation for newly appointed Corporation directors to familiarize them with the role of the Corporation’s Board of Directors, its committees, its directors, and the nature and operations of the Corporation’s business activities. The Policy also indicates the elements of continuing education of the Board of Directors to ensure the Corporation directors maintain the skill and knowledge necessary to meet their obligations as directors.

2. Orientation for New Directors

New directors shall meet with the Chair, Chief Executive Officer and Corporate Secretary to discuss the functioning of the Board of Directors and the nature and operation of the Corporation’s business activities. In addition, new directors are provided with copies of the following Corporation documentation:

  • Initial Public Offering Prospectus;
  • Annual Reports;
  • Management Proxy Circulars;
  • Annual Information Forms;
  • Schedule of Upcoming Board and Committee Meetings;
  • Annual Calendar of Board
  • Board Mandate, Audit Committee Charter, Human Resources and Compensation Committee Charter and Nomination and Corporate Governance Committee Charter;
  • The Code of Conduct and other relevant policies adopted by the Board of Directors; and
  • Directors and Officers Insurance Coverage information.

3. Continuing Education

The following actions shall be taken to ensure the continuing education of directors:

  • Management will provide to directors on a regular basis pertinent articles and books relating to the Corporation’s business, its competitors, corporate governance and regulatory issues;
  • Management will provide to directors subscriptions to pertinent magazines or journals;
  • Regular presentations to directors by key Corporation executives regarding business activities, proposed business activities and relative performance of the Company versus competitors;
  • Presentations to directors by the Chief Financial Officer and/or the General Counsel on new legal and regulatory requirements; and
  • Providing directors with an annual board education allowance in respect of continuing education with the amount of such allowance to be set by the Board of Directors from time to time.
  • Providing directors with tours of the Company’s facilities from time to time.