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The Board of Directors has overall responsibility for the Corporation’s business
conduct. The Board fulfills this responsibility both directly and by delegating
certain authority to Board committees and the Corporation’s senior management.
The direct responsibilities of the Board include:
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choosing the Corporation’s Chief Executive Officer, who is responsible for all
of the Corporation’s day-to-day operations;
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reviewing and approving a strategic plan that takes into account an
identification of business opportunities and business risks;
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overseeing and monitoring management’s systems for the operations of the
Corporation;
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monitoring and assessing the Corporation’s performance in meeting both short
and long-term goals established by the Board;
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directly reviewing and approving major transactions proposed by management;
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reviewing reports and recommendations from committees of the Board with respect
to matters such as succession planning and preparation of financial statements
and giving necessary directions to management;
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reviewing the content of significant communications with shareholders and the
investing public, including the management proxy circular, annual reports,
annual information forms and quarterly and annual financial statements; and
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approval of the appointment and remuneration of all executive officers.
Director Nomination and Skills Matrix
The Corporate Governance Committee, a committee composed entirely of independent
directors, is responsible for identifying and recruiting new candidates for
nomination to the Board. In developing these recommendations for the Board, the
Corporate Governance Committee considers the candidates’ competencies and
skills that have been identified as desirable to complement the existing Board
members and support the long-term strategies of the Corporation. The Committee
utilizes a skills and expertise matrix to assist with reviewing the skill set
of the candidate and the Board as a whole.
Key Policies
As part of its oversight responsibilities, the Board has approved a number of
policies to ensure employees at all levels maintain the Corporation's high
standards of governance:
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Code of Conduct;
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Code of Ethics for Senior Executives and Financial Officers;
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Corporate Disclosure Policy;
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Employee Privacy Policy;
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Policy on Share Trading and Use of Material Information; and
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Whistleblower Policy;
The full text of Finning’s governance policies and documents can be downloaded
from the Code of
Conduct and corporate policies and
corporate governance documents sections of this website. In addition,
any shareholder may request paper copies by contacting the Corporate Secretary.
Director Independence
The Board of Directors is currently made up of 11 members. The Board has
considered which of its members are “independent” for purposes of NI 58-101 and
has concluded that all directors, other than Michael T. Waites (who is the
President and Chief Executive Officer of the Corporation) and Douglas W.G.
Whitehead (who was the former President and Chief Executive Officer) are
independent.
In determining the independence of its members, the Board (with the assistance
of the Corporate Governance Committee) assesses:
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direct or indirect material relationships with the Corporation which could
interfere with the exercise of his/her independent judgment;
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employment by, or other relationship with, the Corporation or with its internal
or external auditor, in which case the member will be deemed not independent
until the prescribed period of three years has elapsed since the end of the
service;
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immediate family member relationships with the Corporation, its internal or its
external auditor;
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any payment of fees by the Corporation to the member or the member’s immediate
family. The Corporation does not arrange any personal loans or extension of
credit to its directors; and
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direct or indirect relationships of its members with other members of the
Board.
In addition, in order to ensure that the Board can function independently from
management:
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the Corporation has separated the role of Chairman of the Board and Chief
Executive Officer;
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to ensure objectivity, given that the Chairman, Mr. Whitehead, is the former
President and Chief Executive Officer, the Board has appointed an independent
Lead Director; and
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the Board further ensures its independence by convening independent
director-only in camera sessions at every Board meeting.
Interlocking Outside Boards
In assessing the inter-relationships of Board members, the Corporation reviews
those directors that serve on the same boards and committees of other reporting
issuers. The Board and Governance Committee has reviewed all reportable
interlocking directorships and is of the view that the existing interlocks do
not adversely impact the independence nor effectiveness of these directors on
the Corporation’s Board.
Board Meetings
During 2009, the Board of Directors met on seven occasions, including one
special meeting devoted exclusively to the Corporation’s corporate strategy and
direction. All but one of these meetings were in person. At every meeting the
Board discusses issues without the presence of management in camera.
Retirement Policy
All Directors shall be eligible for re-election until reaching age 70, and shall
retire, at the next annual meeting following the date on which the Director
reaches the age of 70. The Board may waive this policy if after conducting a
thorough search, a qualified replacement Director cannot be found; or if the
retiring Director possesses such unique skills that the loss of these skills
would be a material loss to the Corporation.
Ethical Business Conduct
As noted above, the Corporation has adopted a Code of Conduct which governs the
behaviour of all directors, officers and employees of the Corporation and its
subsidiaries. The Code of Conduct sets out the fundamental terms upon which the
Corporation conducts its business and deals with subjects such as compliance
with laws, fiscal integrity and responsibility, health and safety, care of the
environment, conflicts of interest, ensuring equal opportunities and providing
a workplace free from harassment.
The Board monitors compliance with the Code of Conduct through the Audit
Committee. Suspected Code violations are reported to the Global Ethics
Committee chaired by the Compliance Officer (the Corporate Secretary) to
investigate and delegate to the Regional Ethics Committees, where appropriate.
Communications with the Board
Shareholders, employees and other interested parties may communicate directly
with the Board of Directors, through the Chairman of the Board, in writing to:
Chairman, Board of Directors
c/o Corporate Secretary
Finning International Inc.
1000 – 666 Burrard Street
Vancouver, B.C. V6C 2X8
Please send your communication in a sealed envelope and mark it Private and
Confidential. Your envelope will be delivered unopened to the intended
recipient.
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