The Board is composed of seven directors, five of whom the Board has determined qualify as unrelated.
For the purposes of this determination an “unrelated” director is a director who is not a member of management and is free from any interest and any business, family or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Corporation, other than interests and relationships arising solely from holdings in the Corporation, and who: (a) is not currently, or has not been within the last 3 years an officer or employee of or material service provider to the Corporation of any of its subsidiaries or affiliates; and (b) is not an officer, employee or controlling shareholder of an entity that has a material business relationship with the Corporation.
The Board has determined that the present number of directors is adequate to operate effectively but may add additional directors if the right opportunity presents itself.
The Audit Committee, the Governance and Nominating Committee and the Human Resources and Compensation Committee are each comprised entirely of unrelated directors. The Environmental and Health & Safety Committee is comprised of a majority of unrelated directors.
The Board has separated the roles of Executive Chairman and Chief Executive Officer. Mr. Edwards, who has been a director of the Corporation since 1995, is not a member of management. The Board believes sufficient processes are in place to enable them to function independently of management. As part of each meeting of the Board, the Board meets independently of management. The Board has access to information independent of management through the external auditors.