The values that influence our day-to-day operations are also reflected in the guidance we receive from our Board of Directors (the “Board”), 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 Board 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 Board is 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 member of the Board, 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:
- 7 of the 8 members of the Board are independent;
- all members of all of the Board committees are independent;
- an independent director serves as Chair of the Board;
- the independent members of the Board must meet regularly without the presence of management;
- the Board oversees and approves the annual strategic plan;
- the Board committees and chairs operate under written charters and position descriptions setting out their responsibilities;
- the Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively;
- Horizon North has equity ownership guidelines for directors and senior management to strengthen the alignment of their interests with those of Horizon North’s shareholders;
- Horizon North has adopted a Code of Business Conduct and Ethics Policy to ensure that matters are handled ethically and with integrity;
- Horizon North has adopted a formal Communications and Social Media Policy to ensure that communications with investors and the public are timely, factual and accurate.
- Horizon North has adopted an Insider Trading Policy (the “Policy)” to ensure all persons to whom the Policy applies understand their obligations to preserve the confidentiality of undisclosed material information and to ensure that all appropriate parties who have undisclosed material information are prohibited from insider trading and tipping under applicable laws and stock exchange rules;
- Horizon North has a whistleblower hotline to facilitate anonymous reporting of any questionable activities; and
- Horizon North’s corporate governance structures, systems and practices conform with the applicable governance rules and guidelines established by the Canadian Securities Administrators. A complete description of Horizon North’s corporate governance practices are set out in Horizon North’s Management Information Circular prepared each year for the annual meeting of shareholders.