Corporate Governance
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Corporate Governance

We consider corporate governance to be the foundation upon which we build our leadership culture and reputation for integrity, which in turn provides investors with competitive returns over the long term. Integral to this process, the Board of Directors of HNZ Group has formed independent committees that it deems appropriate to fulfill the audit, governance and other committee functions of the Corporation.

Audit Committee

The Audit Committee has three members, each independent of the Corporation.

The Audit Committee members are:

Mathieu Gauvin, CA, CFA, CBV (Chair)
Randall J. Findlay, P.Eng
Larry M. Pollock

The profiles of our members are included under the Board of Directors. The Board profiles are described under “About Us,Leadership.” section.

The primary purpose of the Audit Committee is to assist the Board of Directors of HNZ Group and the Directors in fulfilling their responsibilities of:

  • oversight and supervision of the accounting and financial reporting practices and procedures;
  • the adequacy of internal accounting controls and procedures; and,
  • the quality and integrity of financial statements.

Compensation, Corporate Governance and Nominating Committee (CCGNC)

The CCGNC is composed of three independent members:

Carmen Richard Loberg (Chair)
Randall J. Findlay, P.Eng
Larry M. Pollock

The profiles of our members can be viewed under the Board of Directors. The Board profiles are described under “About Us,Leadership.” section.

The Committee’s mandate includes review and recommendation as to:

  • the hiring, termination and compensation of senior executive officers, including the President and Chief Executive Officer;
  • developing the approach of the Corporation regarding governance, including advising as to the effectiveness of the Directors and the contribution of individual members; and,
  • adopting and periodically reviewing and updating the Corporation’s written disclosure policy, share trading policy and other appropriate governance policies and guidelines.

The Committee will also review and make nominee recommendations for election as Directors and for the appointees to the Board of Directors of HNZ Group. While the Board of HNZ Group can propose the nominees for election as Directors, there is no requirement that the Shareholders or the Directors, as the case may be, vote in favour of those proposed nominees.