The business and affairs of Accord shall be managed and controlled by, or under the direction of, its Board, who will promote the best interests of Accord’s shareholders through an increase in corporate profits and the creation and enhancement of shareholder value.
The Board shall have two fundamental roles: decision-making and oversight. The decision-making function shall be exercised, with management, to the formulation of fundamental policies and strategic goals and through the approval of certain significant actions; oversight concerns the review of management decisions, adequacy of systems and controls and policy implementation.
The Board shall establish formal delegations of authority, defining the limits of management’s power and authority and delegating to them certain powers to manage the business of Accord and shall conform to statutory limitations specifying responsibilities of the Board that cannot be delegated to management. Any responsibilities not delegated to management remain with the Board and its committees.
The Board is responsible for the following matters:
- Supervise the formulation of Accord’s strategic direction, plans and priorities
- Monitor the implementation and effectiveness of approved strategic and operating plans
- Review and approve corporate financial goals and operating plans and actions, including capital allocations, expenditures and transactions which exceed threshold amounts set by the Board
- Approve major business decisions, including acquisitions and divestitures
Identification and management of risks
- Ensure processes are in place to identify the principal risks of Accord’s business
- Review systems implemented by management to manage those risks
- Review processes that ensure respect for, and compliance with, applicable regulatory, corporate, securities and other legal requirements
- Review and approve applications for credit, loans and investments above threshold amounts through the Board’s Credit Committee
Succession planning and management evaluation
- Supervise Accord’s succession planning processes, including the selection, appointment, development, evaluation and compensation of the Chairman of the Board, President and senior management team
Oversight of communications and public disclosure
- Assess the effectiveness of Accord’s communications policy
- Oversee establishment of processes for accurate, timely and full public disclosure
- Review due diligence processes and controls in connection with certification of Accord’s financial statements
- Review the effectiveness of Accord’s internal controls and management information systems
- Review Accord’s financial statements and oversee their compliance with applicable audit, accounting and reporting requirements
- Declare dividends and approve capital allocations, expenditures and transactions that exceed threshold amounts set by the Board
- Establish appropriate structures and procedures that allow the Board to function independently of management
- Establish Board committees and define their mandates to assist the Board in carrying out its roles and responsibilities
- Undertake regular evaluation of the Board, its committees and members, and review its composition with a view to the effectiveness and independence of the Board and its members
BOARD COMPOSITION AND APPOINTMENT
The Board shall comprise between six and eight directors. The number of directors can be changed from time to time by way of a special resolution of shareholders or by way of a majority vote of the Board pursuant to authority granted to the Board by Accord’s shareholders. A majority of the Board shall be unrelated and independent, as defined by instrument from time to time. A majority of the Board’s committees shall comprise independent directors.
Each member of the Board shall serve for a term of approximately one year, namely, until the next annual meeting of shareholders following their appointment. There is no limit on the number of terms that a director may serve and no mandatory retirement age.
Each member of the Board shall be a person of integrity, with significant accomplishments and recognized business stature, and who will bring a variety of perspectives to the Board. In determining the composition of the Board, consideration shall also be given to the overall mix of skill, experience, independence, stature and diversity of background likely to make the Board, as a body, effective in overseeing and monitoring the performance of Accord and contributing to its success. The Board shall review its membership, both individually and as a body, on a regular basis to assure that it meets these criteria. The Board shall regularly assess and review the appropriate qualifications required of any new members, based upon its current composition, as well as any other skills, experience or characteristics needed or desired.
Directors selected must be able to commit the requisite time for preparation and attendance at regularly scheduled board meetings and assigned committee(s), and able to devote time and attention to other matters deemed necessary for good corporate governance. Each member of the Board is expected to become familiar with Accord’s business, including the economic and competitive environment in which it operates. Accordingly, each member of the Board should develop a basic understanding of: (a) the principal operational, financial and other plans, strategies and objectives of Accord; (b) the results of operations and financial condition of Accord for recent periods; and (c) the relative standing of Accord in the competitive marketplace.
ELECTION OF DIRECTORS OF THE BOARD
Each Board member will be elected to full term by a plurality of votes cast at the annual shareholders’ meeting.
In the case of a vacancy on the Board, it is responsible for recommending individuals to be elected as directors, or to be nominated for election by the shareholders as directors. The Board shall obtain direct input from board members and the President, as well as third parties. New members will have an informal orientation that includes background information about Accord, meetings with senior management and visits to selected facilities.
The Board shall discharge its responsibilities directly and through the Audit Committee, Compensation Committee and Credit Committee.
Audit Committee responsibilities are set out in its charter.
The Compensation Committee’s mandate includes evaluating the performance of Accord’s executives and recommendations for their compensation for approval by the Board. It also considers and makes recommendations with respect to short- and long-term incentive plans and employee benefit plans.
BOARD MEETINGS AND PROCEDURES
The Board will meet at least once each quarter. Meeting length will be determined by agenda, to be established by any director and/or the President. Directors are expected to attend all board meetings, as well as all meetings of committees on which they serve. At all board meetings, one half of the total number of directors shall constitute a quorum for the transaction of business. The Board encourages senior management to bring managers into meetings, when they can provide additional insight into the matters being discussed because of their personal involvement in, or knowledge of, these matters.
The meeting Chair will designate someone to record the minutes of each meeting. Generally, the company secretary will be designated to perform that function and, in his or her absence, one of Accord’s officers will be designated. All minutes shall be filed and maintained with Accord’s records.
The Board may take any action taken at a meeting by unanimous written consent.
The Compensation Committee is responsible for recommending compensation for directors, and requires approval by a majority vote of the Board.
AMENDMENTS TO CHARTER
This Charter may be amended or repealed by the Board at any time.