Corporate Governance & Compensation Committee
Cornerstone has a strong and continuing commitment to the highest standards of governance.
The Company is committed to establishing policies and practices that support strong corporate governance and transparency in financial reporting. These policies and practices are continually reviewed and enhanced as appropriate.
The Corporate Governance & Compensation Committee monitors the development of and compliance with corporate governance policies and procedures. The Committee reviews governance issues and makes recommendations to the Board of Directors for changes to policies and procedures. The committee also reviews remuneration of the Corporation's executive officers, including establishing compensation terms and conditions.
The Corporate Governance & Compensation Committee shall be appointed annually by the Board of Directors and shall consist solely of three independent directors of the Corporation. None of the members of this Committee is or has been an officer or an employee of the Corporation or any of its subsidiaries.
The Board shall designate the Chair of the Committee.
STATEMENT OF POLICY
The Committee shall fulfill its responsibilities within the context of the following principles:
The Committee is responsible for monitoring the development of, and compliance with, corporate governance policies and procedures. The committee has, as part of its mandate, responsibility for determining the remuneration of the Corporation's executive officers, including establishing compensation terms and conditions. The Committee also evaluates the performance of executive officers and monitors succession planning.
The Committee shall have open communication with all management personnel, and other Board members.
3. Meeting Agenda
Committee meeting agendas shall be the responsibility of the Chair of the Committee, in consultation with Committee members and management.
4. Reporting to the Board
The Committee, through its Chair, shall report after each Committee meeting to the Board at the Board's next regular meeting.
1. The Committee shall meet at least once annually to discuss Corporate Governance and Compensation matters, and more often if necessary.
2. A quorum shall be a majority of the members.
3. Unless the Committee otherwise specifies, the Secretary of the Corporation shall act as Secretary at all meetings of the Committee.
4. In the absence of the Chair of the Committee, the members may appoint an acting Chair.
5. A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each Director of the Corporation in a timely fashion.
1. Review and update this Charter on a regular basis for approval of the Board.
2. From time to time, as requested by the Board, disclose its mandate and this Charter in the Corporation's statement of Corporate Governance practices.
Audit Committee Charter
Corporate Social Responsibility Statement & Principles