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Overview
Corporate governance means having processes and structures in place to provide the proper management and direction for the Company’s business affairs.
The corporate governance policies and procedures of Abode Mortgage Holdings Corp. (“Abode”) are designed to ensure that the business and affairs of Abode are effectively managed on a basis consistent with the Board’s fiduciary responsibility to the shareholders to maximize shareholder value. The Board has the responsibility to oversee the conduct of the business of the Company and supervise management, which is responsible for the day-to-day conduct of the business. In addition to the Board’s fundamental objective to enhance and preserve long-term shareholder value, the Board must ensure the Company meets its obligations on an ongoing basis and operates in a reliable and safe manner.
The basic responsibility of the Directors is to exercise their business judgment and to act in what they reasonably believe to be in the best interests of Abode and its shareholders. In discharging that obligation, Directors should be entitled to rely on the honesty and integrity of Abode’s officers, employees, outside advisors and independent auditors. The Directors are expected to attend Board Meetings, meetings of Committees on which they serve and meetings of shareholders. They are to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are expected to review meeting materials prior to Board, Committee and shareholder meetings and, when possible, should communicate in advance of meetings any questions or concerns that they wish to discuss so the management will be prepared to address the same. Each Director’s attendance at, ad preparation for Board meetings, shareholder meetings and meetings of Committees on which they serve, shall be considered by the Board when recommending Director nominations.
The Board of Directors shall be constituted at all times of a majority of individuals who will be independent directors in accordance with the rules of the Canadian Stock Exchanges and applicable Canadian and U.S. securities law, as in effect from time to time. The Corporate Governance Committee will review with the Board of Directors, on an annual basis the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and any perceived needs. The Corporate Governance Committee will screen, select and consider Director appointments in accordance with its Charter.
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