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 guidelines adopted by the Canadian Securities Administrators set out under:
- National Instrument 52-110 – Audit Committees;
- National Instrument 58-101 – Disclosure of
- Corporate Governance Practices; and
- National Policy 58-201 – Corporate Governance Guidelines.
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.
Having an independent Board is critical to effective oversight and good governance. To enable the Board to function independently of management, the following structures and processes are in place:
- the Board is governed by the Mandate of the Board;
- nine of the ten directors nominated for election at our 2019 annual general meeting of shareholders are independent;
- there are no members of management on the Board, other than the CEO;
- the Chair of the Board is independent;
- each committee of the Board has its own Terms of Reference;
- the independent directors meet after every Board meeting and at any other time it is deemed necessary without any members
of management present.
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 the director (i) is 75 years old or older, and (ii) has served as a director for 10 or more years.
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 ten nominees for election as directors in 2019, are women.
We have a Code of Conduct & Ethics (the “Code”) that applies to all of Interfor’s directors, officers and employees, who must acknowledge and agree to the Code annually. Compliance with the Code is a condition of employment for our employees and a condition of office in the case of our directors. The Code articulates our core values:
- We conduct ourselves with honesty and integrity.
- We respect, value and engage our employees.
- We embrace world-leading safety and environmental standards.
- We are strategic, fact-based and proactive.
- We strive for excellence in everything we do.
- We are responsible for our own success.
The Code provides guidelines for acceptable behaviour by requiring ethical business conduct, prohibiting bribery, regulating conflicts of interest and restricting political donations. 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.
We regularly review our governance structure
- Board and Committee Terms of Reference
- Board stewardship responsibilities
- Director orientation and continuing education
- Board size, composition, independence, skills and experience
- Board renewal and composition of Board committees
Compliance Reference List
- Board of Directors committees:
- Interfor governing documents and policies include:
- Interfor Management Information Circular:
- Includes a section that discusses governance policies and practices.
- Lists committees and functions.
- Canadian legal and regulatory oversight:
- Business Corporations Act (British Columbia) regulates companies incorporated in BC – includes powers and duties of directors and officers, conflicts of interest, corporate and financial records, shareholder meetings, proposals and dissent rights.
- Canadian and British Columbia Securities laws, regulations and policies – includes extensive governance and disclosure requirements and guidelines.
- Toronto Stock Exchange Company Manual – includes standards and requirements for listed companies.