At Northgate, we recognize that corporate governance plays a vital role in achieving the highest standards for our company. We are committed to following strong and effective corporate governance policies and practices and believe that Northgate’s current governance program is fundamental to our success. We have taken, and will continue to take, necessary steps to ensure our compliance with regulatory requirements and adherence to the guidelines of both Canadian and US Securities regulatory authorities. Northgate’s corporate governance policies and practices comply with National Policy 58-101 Disclosure of Corporate Governance Practices, National Instrument 58-201 Corporate Governance Guidelines, and Multilateral Instrument 52-110 Audit Committees. For additional information on Northgate’s corporate governance policies, please refer to the Corporation’s Management Information Circular, which may be accessed on our website or on www.sedar.com .
We have provided a brief description of the board mandate, charters of the board and its committees, the Corporation's code of business conduct and other policies. For more detailed information, please open the PDF attachment provided.
Mandate of the Board
The primary responsibility of the Board of Directors is to foster the long term success of Northgate consistent with its fiduciary responsibility to the shareholders to maximize shareholder value and provide strategic oversight.
The Board of Directors has responsibility for the stewardship of the Corporation consistent with their powers and responsibilities under the Business Corporations Act (British Columbia) and other statutory and legal requirements generally applicable to directors of a business that is also a reporting issuer for securities purposes in Canada and is listed on the Toronto Stock Exchange.
Audit Committee
The Audit Committee has been formed to enable the Board of Directors to perform its obligations with respect to compliance with applicable securities laws and the rules of the TSX and the AMEX, where Northgate's common shares are traded.
Compensation & Corporate Governance Committee
The Compensation & Corporate Governance Committee is appointed by the Board of Directors to assist the board in fulfilling its responsibility to shareholders, potential shareholders and the investment community regarding the levels and form of total compensation paid to Northgate’s employees, enhancing corporate governance and administering the nomination process for directors of Northgate.
Health, Safety & Environment Committee
The Health, Safety & Environment Committee is appointed by the Board of Directors to assist the board in fulfilling its oversight responsibilities by assessing the effectiveness of health, safety and environment related programs, initiatives and policies of Northgate.
Hedging Committee
The Hedging Committee reports to the board of directors and consists of:
- The President & CEO
- Two directors (one being a member of the Audit Committee)
The Committee’s mandate is to provide guidance in risk management and hedging activity to management. The committee provides a sounding board for management in the development of hedging strategies and provides input to management on the day to day execution of board approved strategies.
Mergers & Acquisitions Committee
The Mergers and Acquisitions Committee is appointed by the Board of Directors to assist Management and the Board in reviewing and assessing, potential acquisitions, strategic investments and divestitures.
Whistleblower Policy
Northgate requires its directors, officers and employees to observe high standards of professionalism and ethical conduct in maintaining the financial records of the Corporation. Pursuant to its Charter, the Audit Committee of the board of directors of Northgate is responsible for ensuring that a confidential and anonymous process exists whereby persons can express any concerns or complaints about the accuracy, fairness or appropriateness of any of the Corporation’s accounting policies or financial reports. In order to carry out its responsibilities under its Charter, the Audit Committee has adopted this Whistleblower Policy.
Insider Trading Policy
Northgate is a reporting issuer under the Securities Act (British Columbia) and in all ten provinces of Canada. Northgate is also a SEC Registrant in the United States of America under the Securities and Exchange Act of 1934 where the Company is designated as a Foreign Private Issuer.
Northgate’s common shares are listed and traded on The Toronto Stock Exchange (the “TSX”) in Toronto in Canadian dollars and on the American Stock Exchange (the “AMEX”) in New York in US dollars. In addition, several exchanges in the US trade Northgate put and call options. Because Northgate is a reporting issuer in Canada and the US and listed on the TSX and the AMEX, it is subject to Canadian and US securities laws, including those which impose penalties for insider trading. This term refers to trading by insiders of a Company (or persons who, because of the nature of their job, come into contact with or become aware of important or confidential information concerning the Company or its operations) when they have knowledge of matters which have not been generally disclosed (i.e., by a news release to the market). Any trading by a person who has such information may lead to civil and quasicriminal liability.
In order to protect Northgate’s employees, officers and directors and the Company itself from any violation of applicable insider trading laws, the Board of Directors of Northgate adopted an Insider Trading Policy in 2001. This Policy is reviewed and revised periodically. Every Northgate employee, officer and director is required to comply with the rules and procedures set out in this Policy in respect of insider trading. This document is to assist employees, officers and directors in complying with the requirements and is not intended to be an exhaustive summary of the applicable legislative requirements.
Disclosure Policy
The objectives of this Disclosure Policy are:
- to promote compliance with regulatory guidelines;
- to prevent selective disclosure; and
- to ensure that communications to the investing public about the business and affairs of Northgate are:
- timely, factual and accurate; and
- consistent and broadly disseminated in accordance with all applicable legal and regulatory requirements.
Code of Business Conduct & Ethics
Northgate requires high standards of professional and ethical conduct from its employees. Northgate’s reputation with its shareholders and prospective investors for honesty and integrity is key to the Corporation’s success. No employee will be permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings.
Northgate intends that all business practices will be compatible with the economic and social priorities of each location in which it operates. Although customs vary by country and standards of ethics may vary in different business environments, honesty and integrity must always characterize Northgate’s business activity. If a law conflicts with a policy in this Code, the law will take precedence; however, if a local custom or policy conflicts with this Code, the Code will take precedence. Should questions arise concerning these potential conflicts, employees are expected to refer to their supervisor for guidance in handling the situation.
This Code reflects Northgate’s commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply.