The purpose of this mandate (“Mandate”) of the board of directors (the “Board”) of ReGreece (the “Company”) is to provide guidance to Board members as to their duties and responsibilities. The power and authority of the Board is subject to the provisions of applicable law.
i. Purpose of the Board
The Board is responsible for the stewardship of the Company. This requires the Board to oversee the conduct of the business and affairs of the Company. The Board discharges some of its responsibilities directly and discharges others through committees of the Board. The Board is not responsible for the day-to-day management and operation of the Company’s business, as this responsibility has been delegated to management. The Board is, however, responsible for supervising management in carrying out this responsibility.
The Board consists of directors elected by the members as provided for in the Company’s constating documents and in accordance with applicable law. From time to time, the Corporate Governance Committee shall review the size of the Board (3 to 15 members) to ensure that its size facilitates effective decision-making by the Board in the fulfillment of its responsibilities.
Each member of the Board must act honestly and in good faith with a view to the best interests of the Company, and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A director is responsible for the matters under “Role and Responsibilities of the Board” below as well as for other duties as they arise in the director’s role.
All members of the Board shall have suitable experience and skills given the nature of the Company and its businesses and have a proven record of sound judgment. Directors are to possess characteristics and traits that reflect:
• high ethical standards and integrity in their personal and professional dealings;
• the ability to provide thoughtful and experienced counsel on a broad range of issues and to develop a depth of knowledge of the businesses of the Company in order to understand and assess the assumptions on which the Company’s strategic and business plans are based and to form an independent judgment with respect to the appropriateness and probability of achieving such plans;
• the ability to monitor and evaluate the financial performance of the Company;
• an appreciation of the value of Board and team performance over individual performance and a respect for others; and
• an openness for the opinions of others and the willingness to listen, as well as the ability to communicate effectively and to raise tough questions in a manner that encourages open and frank discussion.
Directors are expected to commit the time and resources necessary to properly carry out their duties. Among other matters, directors are expected to adequately prepare for and attend all regularly scheduled Board meetings. New directors are expected to understand fully the role of the Board, the role of the committees of the Board and the contribution individual directors are expected to make.
Members of the Board shall carry out their responsibilities objectively, honestly and in good faith with a view to the best interests of the Company. Directors of the Company are expected to conduct themselves according to the highest standards of personal and professional integrity. Directors are also expected to set the standard for Company-wide ethical conduct and ensure ethical behaviour and compliance with laws and regulations. If an actual or potential conflict of interest arises, a director shall promptly inform the Chair and shall refrain from voting or participating in discussion of the matter in respect of which he has an actual or potential conflict of interest. If it is determined that a significant conflict of interest exists and cannot be resolved, the director should resign.
Directors are expected to act in accordance with applicable law, the Company’s Articles and the Company’s Code of Ethics. The Board is required to monitor compliance with the Code of Ethics and is responsible for the granting of any waivers from compliance with the Code of Ethics.
The Board shall meet on a regular basis and at least once every semester, and at such other times as the Board may determine. Meeting agendas shall be developed in consultation with the Chair. Board members may propose agenda items though communication with the Chair. The Chair is responsible for ensuring that a suitably comprehensive information package is sent to each director in advance of each meeting. At the discretion of the Board, members of management and others may attend Board meetings, except for separate meetings of the independent directors of the Board.
Directors are expected to be fully prepared for each Board meeting, which requires them, at a minimum, to have read the material provided to them prior to the meeting. At Board meetings, each director is expected to take an active role in discussion and decision-making. To facilitate this, the Chair is responsible for fostering an atmosphere conducive to open discussion and debate.
Independent directors shall have the opportunity to meet at appropriate times without management present at regularly scheduled meetings. The lead director shall be responsible for presiding over meetings of the independent directors. Independent directors may propose agenda items for meetings of independent directors members through communication with the Chair.
A quorum at any meeting shall be a simple majority of the members of the Board of Directors.
v. Role and responsibilities of the Board
The Board is responsible for approving the Company’s goals, objectives and strategies. The Board shall adopt a strategic planning process and approve and review, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business. The Board is also responsible for overseeing the implementation of appropriate risk assessment systems to identify and manage principal risks of the Company’s business.
In addition to the other matters provided in this Mandate, including the matters delegated to Board committees as set out below, the Board is also responsible for the following specific matters:
• review and approve management’s strategic plans;
• review and approve the Company’s financial objectives, business plans and budgets, including capital allocations and expenditures;
• monitor corporate performance against the strategic plans and business, operating and capital budgets;
• management succession planning, including appointing and monitoring, the Chief Executive Officer of the Company;
• approving and updating the Code of Ethics for employees to create a culture of integrity throughout the organization;
• assess its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors;
• ensure the integrity of the Company’s internal control system and management information systems to support the achievement of the Company’s strategies and objectives, including the protection of the accounting and financial reporting process. The Board may delegate this function to the Audit Committee, which will review the Company’s internal control procedures, and establish procedures to receive submissions or complaints regarding accounting or auditing matters.;
• developing the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines; and
• satisfy itself that appropriate policies and procedures are in place regarding public disclosure and restricted trading by insiders, including the review and approval of the Company’s corporate disclosure policy and confirmation that a process is in place to disclose all material information in compliance with the Company’s timely disclosure obligations and to prevent selective disclosure of material information to analysts, institutional investors, market professionals and others.
• ensure that the Company’s business strategies and allocations of capital are related to the Company’s Risk Appetite Framework and tolerance. To this end, the Board must ensure that the Company has effective risk management programs and practices that are within the risk tolerance of the Company. The Board may delegate this function to a Risk Committee, which will review the Company’s risk management programs and practices and evaluate the Company’s compliance with key risk policies and limits.
• engage consultants including lawyers, auditors and actuaries at the expense of the Company, in appropriate circumstances, over technical and specialised aspects of the business and affairs of the Company. It is the responsibility of the Board of Directors to ensure that consultants are retained only when necessary and that such consultants are retained prudently and without duplication. Upon the recommendation of the Audit Committee, the Board also recommends the appointment of the External Auditor to the Shareholders.
A director has an important and positive role as a representative of the Company. A director is also expected to participate in outside activities that enhance the Company’s image to company members, grantees, employees, stakeholders and the public.
vi. Role and responsibilities of the Chair of the Board
It is the policy of the Board that there be a separation of the offices of the Chair and the Chief Executive Officer. In the event the Chair is not independent, the independent directors shall appoint an independent lead director to carry out the responsibilities set out below. The Chair and the Chief Executive Officer are to be in regular communications during the course of the year including with respect to the Company’s business and the responsibilities of the Board.
The principal responsibilities of the Chair of the Board shall be to oversee, manage and assist the Board in fulfilling its duties and responsibilities as a Board in an effective manner independently of management. The Chair shall be responsible, among other things:
• to chair Board meetings and annual and special meetings of shareholders;
• to organize an appropriate annual work plan and regularly scheduled meetings for the Board;
• to participate in the preparation of the agenda for each Board meeting;
• to monitor the work of the committees of the Board and in that connection the Chair may attend, as a non-voting participant, all meetings of Board committees (other than those on which he otherwise sits); provided that, if the Chair is not independent, he or she must be absent for portions of meetings where all Committee members are required to be independent;
• to arrange for an appropriate information package to be provided on a timely basis to each director in advance of the meeting;
• to assist in the Board’s evaluation and self-assessment of its effectiveness and implementation of improvements;
• to provide appropriate guidance to individual Board members in discharging their duties;
• to ensure newly appointed directors receive an appropriate orientation and education program;
• to provide arrangements for members of the Board to communicate with the Chair formally and informally concerning matters of interest to Board members; and
• to promote best practices and high standards of corporate governance.
vii. Procedures to ensure effective and independent operation
The Board recognizes the importance of having procedures in place to ensure the effective and independent operation of the Board. In addition to the policies and procedures provided elsewhere in this Mandate including under “Role and Responsibilities of the Chair” set out above, the Board has adopted the following procedures:
• the Board has complete access to the Company’s management;
• the Board requires timely and accurate reporting from management and shall regularly review the quality of management’s reports;
• subject to the approval of the Corporate Governance Committee, individual directors may engage an external adviser at the expense of the Company in appropriate circumstances;
• the Chair of the Board shall monitor the nature and timeliness of the information requested by and provided by management to the Board to determine if the Board can be more effective in identifying problems and opportunities for the Company; and
• the Chief Human Resources Officer of the Company, together with the Chief Executive Officer, shall develop a detailed job description for the Chief Executive Officer. This description shall be approved by the Human Resources Committee and recommended to the Board. The Board shall assess the Chief Executive Officer against the objectives set out in this job description.
viii. Board Committees
Subject to limits on delegation contained in corporate law applicable to the Company, the Board has the authority to establish and carry out its duties through committees and to appoint directors to be members of these committees. The Board assesses the matters to be delegated to committees of the Board and the constitution of such committees annually or more frequently, as circumstances require. From time to time the Board may create ad hoc committees to examine specific issues on behalf of the Board or may designate a sub-committee or individual(s) to review any matter the Board of Directors can delegate by law.
The Board has established the following committees:
1. Audit and Risk Committee;
2. Corporate Governance Committee;
3. Executive Committee;
4. Finance Committee;
5. Strategic Planning Committee;
6. Public Relations Committee;
7. Cultural Committee;
8. Human Resources Committee; and
9. Nominating Committee.
The respective responsibilities of each of the foregoing committees is set forth in the applicable committee mandate.
ix. Board Mandate Review
On an annual basis, the Board of Directors reviews this mandate and approves such changes as are necessary.