Board Committees
Audit Committee
The Fund will have an audit committee comprised of three Trustees, each of whom will be ‘‘unrelated’’ within the meaning of the corporate governance policy of the TSX and ‘‘independent’’ within the meaning of applicable securities laws. The audit committee will assist the Trustees in fulfilling their responsibilities of oversight and supervision of the accounting and financial reporting practices and procedures of the Fund, the adequacy of internal accounting controls and procedures, and the quality and integrity of financial statements of the Fund. In addition, the audit committee will be responsible for directing the auditors’ examination of specific areas and for the selection of potential independent auditors to be appointed by the Unitholders
Compensation Committee
The compensation committee of the board of Trustees will be comprised of three Trustees, all of whom will be “unrelated’’ within the meaning of the corporate governance policy of the TSX. The compensation committee will review annually the Chief Executive Officer’s goals and objectives for the upcoming year and provide an appraisal of the Chief Executive Officer’s performance. The committee will also make recommendations concerning the remuneration of the Trustees. The committee will administer and make recommendations regarding the operation of the long-term incentive plan and any employee bonus plans.
Corporate Governance and Nominating Committee
The corporate governance and nominating committee of the board of Trustees will initially comprise three members, two of whom will be ‘‘unrelated’’ within the meaning of the corporate governance policy of the TSX. The corporate governance and nominating committee will review and make recommendations to the Trustees concerning the appointment of officers of the Fund and its subsidiary entities. The committee will also be responsible for developing the Fund’s approach to corporate governance issues, advising the board on filling vacancies on the board and periodically reviewing the composition and effectiveness of the board and the contribution of individual Trustees.
The committee will also be responsible for adopting and periodically reviewing and updating the Fund’s written disclosure policy. This policy will, among other things:
The committee will also be responsible for adopting and periodically reviewing and updating the Fund’s written disclosure policy. This policy will, among other things:
1.
Articulate the legal obligations of the Fund, its affiliates and their respective trustees, directors, officers, employees and consultants with respect to confidential information;
2.
Identify spokespersons of the Fund who are the only persons authorized to communicate with third parties such as analysts, media and investors;
3.
Provide guidelines on the disclosure of forward-looking information;
4.
Require advance review by senior executives of the Fund of any selective disclosure of financial information to ensure the information is not material, to prevent the selective disclosure of material information and to ensure that, if selective disclosure does occur, a news release is issued immediately; and
5.
Establish ‘‘black-out’’ periods immediately prior to and following the disclosure of quarterly and annual financial results and immediately prior to the disclosure of certain material changes, during which periods the Fund, its affiliates and their respective trustees, directors, officers, employees and consultants may not purchase or sell Units.