Armtec Infrastructure Inc. is committed to full and fair disclosure and providing timely, accurate and complete compliance with the corporate governance standards of Canadian securities regulators and the Toronto Stock Exchange.
Our governance system incorporates transparency and high standards of ethics and discipline. It implements best practices in corporate governance for our shareholders that are central to the efficient and effective operation of the Company for our shareholders.
The Board of Directors is responsible for supervising, monitoring and evaluating the Company's ongoing strategic planning. It monitors results so that our stated goals are achieved and oversees matters related to the Company's strategic direction, business and operations.
The Board is led by an independent chair with six experienced directors whose mission is to protect the interests of shareholders. They are committed to a comprehensive corporate governance program that includes mandates, policies and committees designed to promote values of transparency and integrity. The directors are also responsible for overseeing the Company's business by providing responsible and effective stewardship of its assets, and meeting regularly with management to receive business updates, and also hold meetings without management present.
There are two Board committees and one management committee responsible for ensuring that good corporate governance is practised and implemented in all of the Company's business.
The Board's Audit Committee comprises five directors with responsibility for providing general oversight of the Company's auditing, accounting and financial reporting and ensures the adequacy of internal accounting controls and procedures. The committee makes recommendations with respect to the appointment, compensation, retention and oversight of the external auditors, the pre-approval of all non-audit services, and the direction of examinations into specific areas of the business of the Company.
The Board's Corporate Governance and Compensation Committee consists of five directors with responsibility for making recommendations on the appointment of officers and the hiring, compensation, benefits and termination of executive officers. It performs an annual review of the Chief Executive Officer's goals and objectives for the upcoming year and an appraisal of performance while administering and providing recommendations concerning the Company's incentive compensation plans. The committee develops the Company's approach to governance issues, filling vacancies on the Board of Directors and periodically reviewing the composition and effectiveness of the directors and their respective contributions.
Management's Disclosure Committee is chaired by the Vice President, Investor Relations & Treasurer and consists of members of senior management responsible for ensuring that continuous disclosure obligations are fulfilled. The Company's Disclosure Policy outlines the principles of disclosure of material information, identifies designated spokespersons and also maintains confidentiality, and applies to all employees and parties related to Armtec. The directors are responsible for adopting, reviewing and updating the Company's written Disclosure Policy.
More information on Armtec's corporate governance practices can be found in our Management Information Circular.