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 Logistics Inc. (“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.
Focus on Disclosure
The Board has adopted many leading governance practices, including:
● 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;
● developing workplans 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;
● having independent directors meet regularly without management present;
● adopting a Code of Business Conduct and Ethics that establishes a high standard for ethical behavior among management and employees; and
● implementing a formal Communications Policy to ensure that communications with investors and the public are timely, factual and accurate.
In addition, the Audit Committee has adopted procedures for employees and consultants wishing to report a complaint or concern with respect to accounting or auditing matters.
National Instrument 58-101 and the associated National Policy 58-201, require issuers listed on the Toronto Stock Exchange to disclose their corporate governance practices. Horizon North’s disclosure relating to its system for corporate governance is set out in Schedule ‘A’ to the Information Circular issued in connection with the Annual Meeting of the common shareholders of Horizon North.