Board of Directors

Board Mandate

The Corporation believes in the importance of good corporate governance and the central role played by directors in the governance process.

The mandate of the Board, which it currently discharges directly, is to supervise the affairs of the Corporation, and includes responsibility for approving strategic goals and objectives, review of operations, disclosure and communication policies, oversight of financial reporting and other internal controls, corporate governance, Director orientation and education, senior management compensation and oversight, Director nomination, compensation and assessment.

REDD Management, Strategy, and Financial (RMSF) Corporation’s Board of Directors is composed of professionals who bring their diverse experience to the table. This balance of skills and competencies results in the prudent, conservative oversight to deliver attractive long-term shareholder returns. The Board Charter is available on the Board of Directors Charter page of this Site.

Nomination of Directors

The Corporation recognizes that each Director will contribute differently to the Board and will each bring particular strengths in different areas of qualification. The Board does not limit itself to considering only the specified areas of expertise or attributes in selecting Board members.

The Board has a number of responsibilities relating to governance and the nomination of candidates for election as Directors. The Board is responsible for identifying new candidates for Board nomination, and after considering the objectives of the Corporation’s Diversity Policy, for recommending to the Board those candidates who possess the qualifications, skills, business and financial experience, leadership roles, level of commitment and available time required of a Director to fulfill Board responsibilities. The Board evaluates candidates based on a complement of diverse qualifications, attributes, skills and experience that are viewed as being relevant to the proper functioning of the Board.

The Board also believes that diversity is important to ensure that Board members provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship of the Corporation. The Board is committed to nominating the best individuals to fulfill Director roles.

As part of the nomination and selection process, the Corporation:

• Considers candidates for Director roles that are highly qualified based on their experience, education, expertise, judgement, personal qualities, as well as general and sector specific knowledge;

• Consider diversity criteria, among other relevant criteria, when determining the optimum composition and balance for the Board;

• Review potential candidates for Director roles from a variety of backgrounds and perspectives, having in mind the Corporation’s diversity objectives; and

• In order to support the specific objectives of gender diversity, ensure that appropriate efforts are made to include men in the list of candidates being considered for a Board position.

The Corporation has adopted a form of proxy which gives shareholders the ability to vote for or withhold from voting for each individual Director proposed for election to the Board of Directors of the Corporation.  The Board has not adopted a majority voting policy for the election of Directors.  It is the Board’s view that a majority voting policy for the election of Directors does not serve a useful purpose for the shareholders of a controlled company, like the Corporation, since the controlling shareholder will necessarily cast a majority of the votes to be cast in an election of such a company’s directors.

Director Attendance

The Corporation believes that the interest of the Corporation, a holding company, are well served by the experience of and expertise in the affairs of its group companies that is brought to the Corporation by those Directors who also serve on the boards of subsidiaries.  This governance model is grounded in the view that essentially, the primary roles and responsibilities of directors of a holding company, like the Corporation, are to oversee the investments in subsidiaries and, unlike operational companies, there is no separate, significant operational role at the holding company.  Serving as a director of the Corporation’s subsidiary companies is considered to be an extension of their role as Directors of the Corporation and assists such individuals in discharging their duties by focusing on and being knowledgeable about the affairs of the companies in which the Corporation has an investment. 

The presence of the Corporation’s Directors on the boards of subsidiaries in the RMSF Group also assists the Corporation’s Board in the proper stewardship of its holdings and is viewed as enriching the discussion and enhancing the quality of governance at the Corporation’s Board, as well as at the other RMSF Group boards on which they serve.

There is currently no board of directors, outside of the RMSF Group, on which Directors of the Corporation serve together.