Corporate Governance
The Company’s Board of Directors exercises overall responsibility for the management and supervision of the affairs of the Company. This includes the appointment of the Company’s Chief Executive Officer (“CEO”), approval of compensation for senior management, and monitoring of the CEO’s and management’s performance.
The Board of Directors has established procedures that prescribe the requirements governing the approval of transactions carried out in the Company operations, the delegation of authority, and the execution of documents on behalf of the Company.
The Board reviews and approves the Company's annual operating budget, ensuring market conditions, as well as strategic thinking, is properly reflected in the short term goals of the Company.
The Board of Directors is currently composed of six directors. Mr. Walter Dawson (Executive Chairman) and Mr. Reginald Greenslade (President and CEO) are the only Board members who are also members of the Company’s management.
Tuscany International Drilling is committed to sound corporate governance practices. The Company’s Board of Directors is comprised of experienced, proven leaders in their respective professions, the majority with international drilling experience. Together with management, the Directors bring sound judgment and integrity to the Company’s operations.
The Board of Directors annually appoints members to the Board committees in the following three areas: Audit, Nominating and Corporate Governance, and Compensation.
Audit Committee
The Audit Committee reviews, reports and provides recommendations to the Board of Directors on the annual and interim consolidated financial statements and on the integrity of the financial reporting of the Company. In addition, the adequacy of the Company's processes for identifying and managing financial risk, the adequacy of the Company's internal control system, the appointment, terms of engagement, provision of non-audit services and proposed fees of the Company's independent external auditor are also areas in which this committee reviews, reports, and provides recommendations to the Board of Directors.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for, among other things, identifying suitable Board candidates and recommending those candidates to the Board for nomination. The recruitment of new directors is also supplemented from recommendations made by directors and senior management of the Corporation. The Nominating and Corporate Governance Committee is comprised of a majority of independent directors and its responsibilities with respect to its nomination function, include, but are not limited to, the following:
- in consultation with the Board, set criteria for Board members, identify individuals qualified to become board members and, at the direction of the Board, either select or recommend that the Board select, the director nominees for the next annual general meeting of Shareholders;
- in making recommendations to the Board for Board nominees, the Nominating and Corporate Governance Committee is to consider:
- the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;
- the competencies and skills that the Board considers each existing director to possess;
- the competencies and skills each new nominee will bring to the Board; and
- whether or not each new nominee can devote sufficient time and resources to his or her duties as a Board member;
- assess annually the size of the Board and the performance of the Board as a whole, the various committees of the Board and the contribution of individual directors, and make any necessary recommendations to the Board in relation thereto;
- oversee the establishment and administration of a process (including a review by the full Board and discussion with management) to consider the effectiveness of the Board as a whole and the committees of the Board; and
- ensure the provision of appropriate orientation for new directors and availability of continuing education programs for all directors.
In addition to the nominating function of this committee, the purpose of the corporate governance component to this committee is to assist the Board in reviewing corporate governance issues in respect of the Corporation and making recommendations thereon to the Board as appropriate to assist in establishing effective corporate governance for the Corporation.
Compensation Committee
The Compensation Committee, which is comprised entirely of independent directors, determines the compensation for the Corporation's directors and officers based on industry standards. The Compensation Committee is charged with the mandate to review, modify (as needed) and approve the overall compensation strategy and policies for the Corporation, including:
- reviewing and approving the criteria relevant to the compensation of the Corporation's executive officers;
- evaluating and recommending to the Board for approval the compensation plans and programs advisable for the Corporation, as well as evaluating the recommending to the Board for approval the modification or termination of existing plans and programs;
- establishing policies with respect to equity compensation arrangements; and
- reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements (including, without limitation, perquisites and any other form of compensation) for the Corporation's executive officers.
No consultant or advisor has, at any time since the beginning of the issuer's most recently completed financial year, been retained to assist in determining compensation for any of the Corporation's directors and officers. However, the Corporation does not access annual compensation surveys conducted by Mercer Human Resources Consulting Ltd., which serves as a guide to evaluate the compensation packages of the senior management team.
Whistleblower Policy
Pursuant to the Company’s “Open Door Policy for Reporting Complaints Regarding Accounting and Auditing Matters”, violations or concerns with Company matters may be directed via e-mail to:
Should the matter involve senior management, direct your email to:
Or you may call:
+1 403-930-5900 or toll free at +1 887-884-1890
All submissions are treated as strictly confidential, and only disclosed as compelled by law or to assist the investigation. Contact information provided may be used to contact you for further information to assist in the investigation. Using a fictitious e-mail address will ensure your anonymity, but may compromise the effectiveness of an investigation.
Downloads
Corporate Code of Business Conduct Policies and Procedures
