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:
Establishing a culture based on a foundation of sound business ethics as embodied in an established code of conduct (see our code of conduct)
Fulfilling the long-term strategic goal of the owners while taking into account the expectations of all the key stakeholders, and in particular should:
consider and care for the interests of employees, past, present and future
take account of the needs of the environment and the local community
work to maintain excellent relations with both customers and suppliers
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.
Independence of Members of Board
The Board of Directors currently consists of six (6) directors, five (5) of whom are independent based upon the tests for independence set forth in Multilateral Instrument 52-110. Eric Brown, Leslie O'Connor, David Neuhauser, Evan Templeton, and Doug Urch 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 Kolibri's terms of reference, charters, policies, codes of conduct, and equity incentive plans include the following:
1. Advance Notice Policy
2. Audit Committee Charter
3. Board of Directors Terms of Reference
4. Code of Business Conduct and Ethics
5. Compensation Committee Terms of Reference
6. Compensation Recovery Policy
7. Corporate Disclosure Policy
8. Corporate Governance Committee Terms of Reference
9. Corporate Social Responsibility Policy
10. Insider Trading Policy
11. Amended and Restated Majority Voting Policy
12. Mandate of the Chairman
13. Mandate of the Health, Safety and Environment Committee
14. Position Description for the Chief Executive Officer
15. Reserves Committee Charter
16. Restricted Share Unit Plan
17. Stock Option Plan
18. Position Description for the Chief Executive Officer