Committees of the Board

The Board is composed of nine directors, five of whom the Board has determined qualify as unrelated.

For the purposes of this determination an “unrelated” director is a director who is not a member of management and is free from any interest and any business, family or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Corporation, other than interests and relationships arising solely from holdings in the Corporation, and who: (a) is not currently, or has not been within the last 3 years an officer or employee of or material service provider to the Corporation of any of its subsidiaries or affiliates; and (b) is not an officer, employee or controlling shareholder of an entity that has a material business relationship with the Corporation.

The Board has determined that the present number of directors is adequate to operate effectively but may add additional directors if the right opportunity presents itself.

The Audit Committee, the Governance and Nominating Committee and the Human Resources and Compensation Committee are each comprised entirely of unrelated directors.  The Environmental and Health & Safety Committee is comprised of a majority of unrelated directors.

The Board has separated the roles of Chairman and Chief Executive Officer.  Mr. Edwards, who has been a director of the Corporation since 1995, is not a member of management.  The Board believes sufficient processes are in place to enable them to function independently of management. As part of each meeting of the Board, the Board meets independently of management.  The Board has access to information independent of management through the external auditors.

Committees of the Board

Audit Committee

The Board of the Corporation has explicitly assumed responsibility for the stewardship of the Corporation and has assumed responsibility, both directly and through the activities of the Audit Committee, for the identification of the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to manage those risks and the integrity of the Corporation’s internal control and management information systems.  The Audit Committee reviews the effectiveness of the overall process for identifying the principal risks affecting the achievement of business plans, including assessing the steps management has taken to monitor, control, report and mitigate such risks to the Corporation.

The Board meets twice annually with divisional management to review business and strategic plans and business risks. In addition, quarterly meetings of the Board are held to assess the compliance of and progress on the implementation of the business plans as well as to evaluate the management of the principal business risks.

The Audit Committee reviews and recommends for Board approval the audited and unaudited financial statements and other mandatory communication containing financial information.  The Board reviews communications, including financial press releases and financial reports to Shareholders, prior to issuance.  Senior officers of the Corporation are available to discuss with Shareholders their concerns.

The mandate of the Audit Committee includes oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, The Audit Committee meets regularly with the external auditors of the Corporation, with management and separately, to assess internal controls and management information systems in place and the effectiveness of these systems.

Governance and Nominating Committee

The Governance and Nominating Committee is responsible for developing the Corporation’s approach to corporate governance and for ensuring the continuing effectiveness of the Board and its various committees.

The Governance and Nominating Committee has determined that, other than Messrs. Edwards, Moeller and Butyniec, the Directors are considered to be unrelated under the Guidelines.  Mr. Edwards has a material relationship with the Corporation.  Mr. Moeller is an officer of Edco Financial Holdings Ltd, a private company controlled by Mr. Edwards.  Mr. Underwood is a member of management. Mr. Butyniec retired from the position of CEO on December 31, 2014.  The remaining members of the Board are independent of management and are free from any interest and any business or other relationship (other than interests and relationships arising from shareholdings) which could, or could reasonably be perceived to, materially interfere with any such director’s ability to act in the best interests of the Corporation.

The Governance and Nominating Committee, which is composed exclusively of outside directors, is responsible for identifying new candidates for appointment to the Board and making recommendations to the Board on corporate governance matters such as the size and composition of the Board; and the structure, responsibility and composition of committees of the Board.

The Governance and Nominating Committee is responsible for annually assessing the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors.  The Committee has instituted a formal process to do the foregoing.  New directors are provided with an orientation program that includes the provision of published and non-published information that details the financial position and describes the business and organizational structures of the Corporation.  Each new director is invited to visit the operating facilities and to meet with corporate and divisional management.

Human Resources and Compensation Committee

The responsibility of the Board for the succession planning process with respect to the appointment, training and monitoring of senior management is met through direct discussion at the Board meetings and through the activities of the Human Resources and Compensation Committee.  The Board discusses on a regular basis the succession planning process.

Environmental and Health & Safety Committee

The Board through the Environmental and Health & Safety Committee oversees the Corporation’s performance in environmental and health and safety matters and monitors compliance with regulatory and corporate standards in the Corporation’s operations.

pension committee

The Board through the Pension Committee oversees the pension plans, retirement plans, deferred profit sharing plans, and related assets administered or sponsored by the Corporation or its divisions or affiliates (the “Plans”), thereby safeguarding the assets of the Plans.

 

Members

Board of DirecTOrs

  • N. MURRAY EDWARDS

    Chairman
    Magellan Aerospace
    President
    Edco Financial Holdings Ltd.
    Calgary, Alberta

  • JAMES S. BUTYNIEC

    Vice Chairman
    Magellan Aerospace
    Mississauga, Ontario

  • Phillip C. Underwood

    President and Chief Executive Officer
    Mississauga, Ontario

  • BETH M. BANDLER

    Corporate Director
    Dundas, Ontario

  • HON. WILLIAM G. DAVIS

    P.C., C.C., Q.C
    Counsel, Davis Webb LLP
    Brampton, Ontario

  • WILLIAM A. DIMMA

    Chairman Emeritus
    Home Capital Group
    Toronto, Ontario

  • BRUCE W. GOWAN

    Corporate Director
    Huntsville, Ontario

  • LARRY G. MOELLER

    President
    Kimball Capital Corporation
    Calgary, Alberta

  • STEVE SOMERVILLE

    President
    Kerr Industries Limited
    Toronto, Ontario

Committees of the Board

  • Audit Committee

    Bruce W. Gowan
    William A. Dimma
    Steven Somerville

  • Governance & Nominating Committee

    Bruce W. Gowan
    William A. Dimma
    Beth M. Bandler

  • Human Resources & Compensation Committee

    Steven Somerville
    Bruce W. Gowan
    Hon. William G. Davis

  • Environmental and Health & Safety Committee

    Beth M. Bandler
    Steven Somerville
    Larry G. Moeller

 

PENSION Committee

Steven Somerville
N. Murray Edwards
Bruce W. Gowan