Board of Directors
Communications with Independent Members of the Board
Jill Denham has been appointed by the Board of Directors of Canaccord Genuity Group Inc. as its Lead Director.
One of her responsibilities is to receive and determine appropriate action on any communications from interested parties that are addressed to the independent directors of the Board.
Such communications can be sent to Ms. Denham in writing by mail care of the Corporate Secretary of Canaccord Genuity Group Inc. Such communications will be forwarded, unopened, to Ms. Denham:
Jill Denham, Lead Director, Canaccord Genuity Group Inc.,
c/o Corporate Secretary
3000 – 161 Bay Street,
Toronto, ON, Canada
TO BE OPENED BY ADDRESSEE ONLY
Please review our Board Mandate for responsibilities of our members of the Board.
The Board has delegated certain of its responsibilities to two committees, each of which has specific roles and responsibilities as defined by the Board. All Board committees are made up solely of non-management directors, a majority of whom are unrelated directors.
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities by monitoring the Company's financial reporting practices and financial disclosure. It comprises two unrelated directors and a third director who is related only as a director of a subsidiary. All members of the Audit Committee are financially literate; that is, they are able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.
The Audit Committee has adopted a charter which specifically defines the roles and responsibilities of the Audit Committee. The Audit Committee Charter can be found in the Company's AIF filed on SEDAR. The Audit Committee has direct communication channels with the external auditors and Chief Financial Officer and senior finance staff and discusses and reviews issues with each of them on a regular basis.
The Audit Committee is responsible to ensure management has designed and implemented an effective system of internal control. The external auditors are hired by and report directly to the Audit Committee. After consultation with management, the Audit Committee is responsible for setting the external auditors' compensation. The external auditors attend each meeting of the Audit Committee, and a portion of each meeting is held without the presence of management. The Audit Committee reviews and approves annually the external auditors' audit plan and must approve any non-audit work by the external auditors. The Chief Financial Officer and senior finance staff attend each meeting of the Audit Committee other than the portion of the meeting which is held without management present to allow a more open discussion. The Audit Committee reviews and approves annually the internal audit plan.
The current members of the Audit Committee are:
Corporate Governance and Compensation Committee
The Corporate Governance and Compensation Committee is responsible for developing the Company's approach to governance issues, reviewing the Company's overall governance principles and recommending changes to those principles from time to time. The committee has full access to staff and resources. At all regular committee meetings during the year, a portion of such meeting is held without management present to allow a more open discussion.