Corporate Governance

Good corporate governance involves having appropriate processes and structures for decision making in place that will protect the interests of all stakeholders. The stakeholders’ trust is developed by having governance systems and programs in place that promote ethics and integrity and make communication as transparent as possible. At Decisive Dividend Corporation (the “Company”), we are committed to sound corporate governance.

The Board of Directors of the Company (the “Board”) believes that sound corporate governance practices are in the best interest of all shareholders and contribute to prudent and effective decision making by both the Board and management. The Board supports thorough and effective corporate governance standards and is committed to delivering value to all shareholders by assuming explicit responsibility for the stewardship of the Company.

The Board has adopted a written mandate setting out its responsibilities and duties which include: management of the Company’s business and affairs; appointment, remuneration, performance and succession planning for senior officers of the Company; developing and approving Company strategy and monitoring performance against that strategy; approving and monitoring compliance with all significant Company policies, applicable laws and regulations; timely reporting of performance of the Company and / or material developments to shareholders and regulators; and reviewing financial performance and reporting.

The Board has established the following standing committees:

  • Audit Committee
  • Governance & Compensation Committee
  • Risk Committee

Audit Committee

The Company has an Audit Committee that is responsible for: the oversight and supervision of accounting and financial reporting practices and procedures; the adequacy of internal accounting controls and procedures; and the integrity of financial statements. The Audit Committee is also responsible for overseeing the work of the Company’s external auditor. All members of the audit committee are required to be independent and financially literate as required by relevant stock exchange or securities commission governance policies. The Company has adopted an Audit Committee Charter that details the responsibilities, authority and procedures for the committee. The members of the audit committee are:

  • Michael Conway, Chair
  • Bruce Campbell
  • Robert Louie

Governance and Compensation Committee

The Company has a Governance and Compensation Committee that is responsible for: development of and compliance with corporate governance policies and procedures; recommending candidates for election to the Board and its committees; assessing the development and performance of the board; establishing and administering compensation for members of the Board, executives, and senior officers; compensation, development and retention of employees; succession planning for senior officers; and general compensation and human resource policies and issues. The Company has adopted a Governance and Compensation Charter that details the responsibilities, authority and procedures for the committee. The members of the governance and compensation committee are:

  • Tim Pirie, Chair
  • Bruce Campbell
  • Warren Matheos

Risk Committee

The Company has a Risk Committee that is responsible for: identifying and assessing our principal risks and overseeing the programs, procedures and controls in place to manage them; reviewing the risk impact of the business plan and new initiatives; oversight of the risk management function and compliance with risk management policies. The Company has adopted a Risk Charter that details the responsibilities, authority and procedures for the committee. The members of the Risk Committee are:

  • Peter Jeffrey, Chair
  • Terry Edwards
  • Tim Pirie

Policies

The Company has adopted the following policies to ensure business is conducted in an honest and ethical manner, reflecting the highest standards of integrity and compliance with all applicable laws, rules and regulations.

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