Corporate Governance Overview
The values that influence our day-to-day operations are also reflected in the guidance we receive from our board of directors which embraces the principle that strong corporate governance works in the best interest of Horizon North and its shareholders. Horizon North believes that effective corporate governance practices are fundamental to the overall success of any company and our ongoing commitment and efforts to ensure a strong corporate governance structure and culture across our organization help us deliver value to all our shareholders.
Our corporate governance practices reflect our commitment to openness, integrity and accountability. Horizon North is committed to full compliance with applicable corporate governance requirements and seeks to continuously improve its corporate governance standards.
Responsibility of the Board
The primary duty of the directors of Horizon North is to assist Horizon North to realize its full potential. They do this, not just by reacting to events or to proposals at meetings, but by bringing to Horizon North a creative vision, initiative and a sense of how outside events and developments can affect Horizon North’s future. The directors are also expected to bring sound judgment, integrity and independence of thought to the task. They are encouraged to speak their minds, while respecting others, so that different viewpoints can flourish in the process of developing a sensible consensus. Each director at all times when sitting on the board must represent the interests of shareholders generally, not just those of one group. Directors are expected to come to meetings well-prepared, willing to raise questions about the material sent to them, about other issues, and about any other developments they believe may affect Horizon North. Each director is expected to attend all regularly scheduled meetings and all of the committees on which they serve. Each director must act honestly and in good faith with a view to the best interests of Horizon North and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Some examples of Horizon North’s corporate governance practices include:
- Six of the seven members of the board are independent;
- All members of all of the board committees are independent;
- An independent director serves as Chairman of the board of directors;
- The independent members of the board of directors meet regularly without the presence of management;
- Adopting position descriptions for the Chairman, the committee chairs as well as the Chief Executive Officer;
- Developing a scorecard relating to the annual review of the charters for each committee and of the Mandate of the Board;
- Conducting an annual board evaluation to determine whether the board and its committees are functioning effectively;
- Developing work plans to assist each committee and the board in discharging their duties throughout the year;
- Setting minimum share ownership guidelines for directors to strengthen the alignment of their interests with those of Horizon North’s shareholders;
- Adopting a Code of Business Conduct and Ethics that establishes a high standard for ethical behavior among management and employees;
- Implementing a formal Communications Policy to ensure that communications with investors and the public are timely, factual and accurate; and
- Establishing a Whistleblower Hotline to facilitate anonymous reporting of any questionable activities.