Corporate Governance &
Continuous Disclosure

Corporate governance refers to the manner in which corporations are managed and operated to ensure they are accountable, equitable and transparent in all dealings. This falls under the purview of a corporation's board of directors.

The aim of corporate governance is to guarantee that a company's management is overseeing its financial operations effectively and making decisions that align with the best interests of all stakeholders, including shareholders, employees, customers, suppliers and creditors.

Each company usually has its own set of corporate governance guidelines, outlining the rules and procedures for conducting business. These guidelines must also comply with external regulations and laws that govern the company's industry or sector.

We can assist with the development and implementation of the following elements of good governance:

•     Audit committee consisting of at least 3 directors, with a majority being     independent, and a detailed audit committee charter;

•     Executive compensation committee and its charter;

•     Nominating committee and its charter;

•     Code of conduct;

•     Environmental, social and governance committee and its charter (ESG);

•     Insider trading policy;

•     Whistleblower policy;

•     Business expense policy;

•     Anti-corruption and bribery policy;

•     Board of directors comprising a majority of independent directors;

•     Independent board chair or lead independent director;

•     Board chair or lead independent director mandate;

•     Board of directors mandate and annual board performance review.

Continuous Disclosure

The NI 51-102 Continuous Disclosure Obligations outlines the obligations of reporting issuers, excluding investment funds, for financial statements, management's discussion and analysis (MD&A), annual information forms (AIFs), business acquisition reports (BARs), reporting of material changes, information circulars, proxies and proxy solicitation, restricted share disclosure, and other related continuous disclosure matters.

Reporting issuers are required to make certain information about their activities and financial status available to the public on a regular basis. Insiders must also file reports about their transactions. Our services can help with the following types of continuous disclosure reporting:

•     Financial statements;

•     Management discussion and analysis;

•     Forward-looking information;

•     Contracts and other material documents;

•     Disclosure certification;

•     Annual information form;

•     Material change disclosure;

•     Business acquisition reports (BAR);

•     Proxies and information circulars;

•     Executive compensation;

•     Restricted security disclosures