Advancing Governance and Accountability
We believe that strong governance improves corporate performance and benefits all stakeholders. Honesty and integrity are vital to ensuring good corporate governance.
Interfor is a publicly listed company on the Toronto Stock Exchange (TSX). We comply with corporate governance guidelines that apply to Canadian companies listed on the TSX, as well as the regulations adopted by the Canadian Securities Administrators.
We monitor regulatory developments and governance best practices as they evolve. We adopt regulatory changes that apply to us and incorporate best practices in governance that are appropriate to our circumstances.
Our Management Information Circular provides detailed information on our governance policies and practices.
We believe having an independent Board of Directors is critical to effective oversight and good governance within the Company. To enable the Board to function independently of management, the following structures and processes are in place:
- the role of Chair of the Board is separate from the role of CEO;
- 10 of the 11 directors are independent. Ian Fillinger is not independent because he is Interfor’s President & CEO;
- the Chair of the Board is independent;
- the independent directors meet after every Board meeting and at any other time it is deemed necessary by the Chair of the Board, without any members of management present; and
- in addition to the standing committees of the Board, special committees composed entirely of independent directors are appointed from time to time, when appropriate.
Effective January 1, 2020, Ian Fillinger stepped into the role of President & CEO following a robust, multi-year succession planning process focused on identifying and developing internal CEO succession candidates.
To encourage and facilitate Board renewal, all directors are elected annually at the annual general meeting of shareholders for a term that ends at the next annual general meeting, and we have adopted a Board mandatory retirement policy that makes a director ineligible for re-election if they (i) are 75 years old or older, and (ii) have served as a director for 10 or more years.
In the context of our Board succession plans, we have increased the size of our Board and continue to retain certain directors to provide an appropriate transition and orientation period for new directors. In the past five years, five new independent directors have joined our Board. Although four of our current directors have tenures of over 10 years, they remain strongly independent and capable of providing effective oversight and appropriately challenging management. In addition, recent changes at the senior management level, including the appointment of a new President and CEO on January 1, 2020, address any risk of current Board members not being sufficiently independent of management.
Our Majority Voting Policy requires that, if a director receives more withholds than for votes at an annual shareholders meeting,
they will offer to resign. The Board will accept their resignation except in extraordinary circumstances.
We have adopted a Diversity Policy because we believe that a diversity of attributes, experience and capabilities will enrich the Company. Diversity is taken into consideration as part of our overall recruitment and selection process for directors, executives and employees. Three of our 11 directors are women.
We have a Code of Conduct & Ethics (the “Code”) that applies to all of Interfor’s directors, officers and employees. It highlights our Core Values and provides guidelines for acceptable behavior by requiring ethical business conduct, prohibiting bribery, regulating conflicts of interest and restricting political donations. Compliance with the Code is a condition of employment for our employees and a condition of office in the case of our directors.
We require all salaried employees to review and agree to the Code annually through our learning management system so we can track individual employee sign-off and increase personal accountability. The Code is reinforced by our more detailed corporate governance policies, including:
- Anti-Bribery and Anti-Corruption Policy
- Disclosure Policy
- Diversity Policy
- Insider Trading Policy
- Majority Voting Policy
Both the Code and the Company’s Whistleblower Policy protect those who in good faith raise a concern or report misconduct, and the Company provides a confidential whistleblower hotline to encourage employees, contractors, vendors and the general public to report any concerns. In 2019, reports related to safety, the environment, and human resource issues were received through our whistleblower hotline, and other reporting avenues. All reports were investigated and follow-up ranged from addressing unsafe conditions, training and coaching, to suspension and termination.
Interfor complies with securities regulations in relation to internal controls over financial reporting (ICFR). These regulations require the Chief Executive Officer and the Chief Financial Officer to assess and certify the effectiveness of our ICFR at the end of each fiscal year. To assist with these certifications, an annual survey is sent to a random sample of employees to assess the effectiveness of corporate policies and procedures, and to obtain their opinion and input. These responses help us gauge employee attitudes towards the company leadership and overall corporate integrity, and can inform shifts in company operations. The Company also provides anti-fraud training annually.
Political Contributions made on behalf of Interfor are governed by our Code of Conduct & Ethics; they must comply with all applicable laws for the relevant jurisdiction and must be approved in advance by either our CEO or senior management in the US.
Government Financial Assistance
In 2019, Interfor received government financial assistance in the form of job, training and fire infrastructure grants.