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The Board of Directors (Board) and Management of Essential recognize that effective corporate governance is a priority for investors and stakeholders. The Board manages this responsibility through its overall mandate and its committees. The committee members are appointed by the Board to assist the Board in fulfilling its oversight responsibilities.
Corporate Code of Conduct
Essential has adopted a Corporate Code of Conduct to guide the activities and actions of all employees, officers and directors of Essential to enhance value and minimize situations where a conflict of interest could arise and where harm to the company and its employees could occur. In addition to the Corporate Code of Conduct, Essential has adopted a Code of Conduct specific to directors and officers.
Disclosure and Confidentiality Policy
Essential is committed to providing timely, accurate and balanced disclosure of material information about Essential, consistent with statutory and regulatory requirements. Essential has developed and adopted a Disclosure and Confidentiality Policy to help Essential maintain credibility in the marketplace by ensuring that all investors in securities have equal access to information that may affect their investment decisions.
The Disclosure and Confidentiality Policy extends to the conduct of directors, officers, spokespersons and other employees of Essential, and all methods that Essential uses to communicate to the public, such as written statements made in Essential’s annual and quarterly reports, news releases, letters to shareholders, speeches by senior management and information contained on Essential’s website and other electronic communications.
To support Essential’s continuing commitment to integrity and ethical behavior, Essential has adopted a Whistleblower Policy. This policy establishes procedures that allow employees to confidentially and anonymously submit their concerns to the Chair of Essential’s Audit Committee regarding questionable ethical, moral, accounting, internal accounting control, or auditing matters, without fear of retaliation.
Majority Voting Policy
Essential's majority voting policy is outlined in the Governance Guidelines.
The Board’s legal obligations, composition requirements, duties and responsibilities are outlined in the Board Mandate.
Terms of Reference for the Board Chair
The Board Chair’s responsibilities are outlined in the Terms of Reference for the Board Chair.
The Audit Committee is mandated to assist the Board in fulfilling its oversight responsibilities with its primary purpose to oversee and monitor:
- The integrity of Essential’s accounting and financial reporting processes, financial statements and system of internal controls regarding accounting and financial reporting and accounting compliance;
- Management’s identification and management of principal financial risks;
- Essential’s compliance with legal and regulatory requirements relating to accounting and auditing matters;
- The qualifications, independence and performance of Essential’s external auditors.
The Audit Committee is responsible for enhancing communications among the Board, management and the external auditors. This committee is comprised of three financially literate and independent directors.
Audit Committee Members
Nicholas Kirton – Chairman
Compensation and Governance Committee
The Compensation and Governance Committee is mandated to assist the Board in fulfilling its oversight obligations relating to:
- Human resource and compensation matters with a view toward making recommendations to the Board as appropriate;
- Compensation and a continuity plan with respect to senior management;
- The functioning of the Board and the committees of the Board;
- Implementation and assessment of effective governance principles;
- The nomination of appropriate candidates to serve on the Board, as Chair of the Board, as committee members and as committee chairs for the Board;
- Other governance initiatives as may be necessary or desirable to enable the Board to provide effective governance for Essential.
Corporate governance refers to the process and structure used to supervise the business and affairs of Essential. The process and structure define the division of power and establish mechanisms for achieving accountability among shareholders, the Board and management.
Compensation and Governance Committee Members
Robert Michaleski – Chairman
Health, Safety and Environment (HSE) Committee
The HSE Committee is mandated to assist the Board in carrying out its oversight and due diligence responsibilities with respect to health, safety and the environment. The HSE Committee is responsible for reviewing, reporting and making recommendations to the Board on the development and implementation of the policies, standards and practices of Essential with respect to health, safety and the environment. The HSE Committee has the general authority to investigate any activity of Essential that has an impact on health, safety or the environment.
HSE Committee Members
Robert German – Chairman