Nominations, Election & Term
The Governance and Compensation Committee shall be responsible for recommending suitable candidates for nomination for election as directors of the Company in accordance with the terms of its mandate.
As a whole, the following provisions are intended to provide shareholders, directors and management of the Company with a clear framework for nominating directors.
Advance Notice of Nomination of Directors Provision
Subject only to the Act and the articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation (Bylaw 1, section 4.4).
Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:
(i) by or at the direction of the board, including pursuant to a notice of meeting,
(ii) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act, or
(iii) by any person (a "Nominating Shareholder"):
a. who, at the close of business on the date of the giving of the notice provided for below in this Section 4.4 and on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting, and
b. who complies with the notice procedures set forth below in this Section 4.4.
The Company's bylaws "advance notice provisions" are designed to:
(i) facilitate an orderly and efficient annual meeting or, where the need arises, special meeting, process;
(ii) ensure that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and
(iii) allow shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.
Deadline for Nominations from Shareholders
The provisions of the by-laws fix a deadline (being not less than 30 days before the date of an annual meeting of shareholders and, in the case of a special meeting, the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made) by which holders of record of common shares must submit director nominations to the Company prior to any annual or special meeting of shareholders, and also set forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders. (Bylaw 1, section 4.4 c)
Election and Term
The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election.
The number of directors to be elected at any such meeting shall be the number of directors then in office unless the board otherwise determines.
Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment.
If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected. The election shall be by resolution. (Bylaw 1, section 4.3)
Board Nominees Must Receive Majority of
The Board has adopted a policy requiring that a director tender his or her resignation if the director receives more "withhold" votes than "for" votes at any meeting where shareholders vote on the uncontested election of directors. The Governance and Compensation Committee will consider any such resignation and make a recommendation to the Board. In the absence of special circumstances, it is expected that the Board will accept the resignation consistent with an orderly transition. The director will not participate in any Governance and Compensation Committee or Board deliberations on the resignation offer. It is anticipated that the Board will make its decision to accept or reject the resignation within 90 days.
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