Board of Directors' Mandate
Mandate of the LMS Board of Directors
The Board of LMS believes that the appropriate mix of skills, experience, age and gender will help to enhance its performance. The Board’s composition should reflect business experience compatible with the Company’s business objectives.
Composition
The Board is comprised of six directors, a majority of whom are independent 1. Pursuant to the Canada Business Corporations Act, at least 25% of the directors of the Company must be resident Canadians. The Chair of the Board is an independent director 2.
Meetings
The Board shall meet at least four times annually, or more frequently, as circumstances dictate. In addition, the Board shall hold separate, regularly scheduled meetings of independent directors at which members of management are not present.
Position Descriptions
The Board shall develop clear position descriptions for directors, including the Chair of the Board and the Chair of each Board committee. Additionally, the Board, together with the Chief Executive Officer (“CEO”), shall develop a clear position description for the CEO, which includes defining management’s responsibilities. The Board shall also develop or approve the corporate goals and objectives that the CEO is responsible for meeting.
The Board is elected by the shareholders and represents all shareholders’ interests in continuously creating shareholder value. The following is the mandate of the Board.
- Advocate and support the best interests of the Company.
- Review and approve strategic, business and capital plans for the Company and monitor management’s execution of such plans.
- Review whether specific and relevant corporate measurements are developed and adequate controls and information systems are in place with regard to business performance.
- Review the principal risks of the Company’s business and pursue the implementation by management of appropriate systems to manage such risks.
- Monitor progress and efficiency of strategic, business, and capital plans and require appropriate action to be taken when performance falls short of goals.
- Review measures implemented and maintained by the Company to ensure compliance with statutory and regulatory requirements.
- Select, evaluate, and compensate the President and CEO.
- Annually review appropriate senior management compensation programs.
- Monitor the practices of management against the Company’s disclosure policy to ensure appropriate and timely communication to shareholders of material information concerning the Company.
- Monitor safety and environmental programs.
- Monitor the development and implementation of programs for management succession and development.
- Approve selection criteria for new candidates for directorship.
- Provide new directors with a comprehensive orientation, and provide all directors with continuing education opportunities.
- Assure shareholders of conformity with applicable statutes, regulations and standards (for example, environmental risks and liabilities, and conformity with financial statements).
- Regularly conduct assessments of the effectiveness of the Board, as well as the effectiveness and contribution of each Board committee and each individual director.
- Establish the necessary committees to monitor the Company.
- Provide advice to and act as a sounding board for the President and CEO.
- Discharge such other duties as may be required in the good stewardship of the Company.
In addressing its mandate, the Board assumes responsibility for the following approvals:
Financial Approvals:
- Strategic plan
- Annual business and capital plans
- Annual financial statements and auditors’ report
- Quarterly earnings and press release
- Budgeted capital expenditures
- Unbudgeted capital expenditures in excess of $250,000
- Acquisitions/divestitures
- Significant financing or refinancing opportunities
- Dividend policy
- Share re-purchase programs
- Individual operating, real property or capital leases having total commitment in excess of $500,000
Human Resources Approvals:
- Appointment/succession/dismissal of President and CEO
- Compensation of President and CEO
- * Executive compensation arrangements and incentive plans
Administration and Compliance Approvals:
- Appointment of Board Committees and their Chairs
- Nomination of Directors
- Recommendation of Auditors to the Shareholders*
- Proxy circular
- Appointment of Chairman
- Major policies*
* Board may delegate to committees
1 - For the definition of independent director, please see the Glossary of Terms.
2 - If appointing a Chair of the Board who is an independent director is not appropriate, the Board will appoint a lead director who is an independent director.
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