Corporate Governance
Being a Solid Corporate Citizen
Good corporate governance is about establishing a system of structuring, operating, and controlling our business to achieve long term strategic goals and protect the interests of our primary stakeholders including shareholders, employees, customers and suppliers, and the community at large.
Specifically, we feel that good corporate governance entails:
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Establishing a culture based on a foundation of sound business ethics as embodied in an established code of conduct (see our code of conduct)
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Fulfilling the long-term strategic goal of the owners while taking into account the expectations of all the key stakeholders, and in particular should:
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consider and care for the interests of employees, past, present and future
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take account of the needs of the environment and the local community
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work to maintain excellent relations with both customers and suppliers
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Maintaining proper compliance with all the applicable legal and regulatory requirements under which the company is carrying out its activities.
We believe that a well-run organization must be structured to consider the above requirements and can be seen to be operating effectively by all the interest groups concerned. Corporate governance guidelines are recommended by National Instrument 58-201. The following discloses BNK’s corporate governance practices relative to the recommendations.
A more detailed list of our corporate governance practices and policies can be found here.
Independence of Members of Board
The Board of Directors currently consists of four (4) directors, three (3) of whom are independent based upon the tests for independence set forth in Multilateral Instrument 52-110. Eric Brown, Leslie O'Connor and David Neuhauser are independent. Wolf Regener is not independent by virtue of serving as President and CEO.
The audit committee is composed entirely of independent directors who meet with BNK’s auditors without management in attendance.
The independent directors exercise their responsibilities for independent oversight of management through the fully independent corporate governance committee and the appointment of an independent Chair of the Board of Directors.
The independent directors also have regular and full access to management.
Management Supervision by Board
The CEO and CFO report upon the operations of Kolibri, on a quarterly basis directly to the Board of Directors who assist with the development and execution of strategic plans and provide guidance on the future growth of the company.
The independent directors hold meetings without the presence of non-independent directors when matters arise that require their independent approval or where matters for consideration affect the non-independent directors.
While management members who are not directors attend board meetings to report to the board and participate in discussions, they are not eligible to vote on matters requiring board approval.
The directors meet at any time they consider necessary without any members of management, including the non-independent directors, being present. Kolibri's auditors, legal counsel and employees may be invited to attend.
The "Corporate Policies" document that can be downloaded below contains the following:
1. Board of Directors Terms of Reference
2. Mandate of the Chairman
3. Audit Committee Terms of Reference
4. Compensation Committee Terms of Reference
5. Corporate Governance Committee Terms of Reference
6. Health, Safety and Environmental Committee Terms of Reference
7. Reserves Committee Charter
8. Policy on Trading in Securities by Directors, Officers, Employees and Consultants
9. Code of Business Conduct
10. Position Description for Chief Executive Officer
13. Stock Option Plan
12. RSU Plan
13. Advance Notice Policy
14. Majority Voting Policy