2. THE CORPORATE BUSINESS COMMUNITY
Section 2.7 - Corporate Governance
Principles
2.7.P.1
The companyís governance structure is based on ethical
values, including inclusivity, integrity, honesty, justice,
transparency and responsiveness to shareowners and stakeholders.
2.7.P.2
The companyís governance reflects its obligations to
its stakeholders in the social, environmental and financial
arenas.
2.7.P.3
The companyís Board of Directors is characterized by
independence, willingness to ask hard questions, diversity
of membership, transparency of decision making and accountability.
2.7.P.4
The companyís executive compensation and bonus packages
are tied to financial, social and environmental performance
and are in alignment with community expectations of fair and
reasonable compensation.
2.7.P.5
The company communicates to its shareholders and stakeholders
its plans and strategies for business acquisitions, mergers
and restructuring.
Criteria
2.7.C.1
The company adopts policies and implementation plans for its
environmental, social and financial operations including effective
evaluation tools.
2.7.C.2
The company has systems, programmes and measurable goals in
place to continuously improve the integration of financial,
social and environmental decisions.
2.7.C.3
The composition of the Board of Directors demonstrates diversity
(gender, ethnicity, age, background, employee) and includes
a majority of independent/non-executive directors. Independent
directors are included on all Standing Committees and are
the sole directors on Audit, Nominating and Compensation Committees.
2.7.C.4
The company adopts a policy to measure executive compensation
based on the ratio of top managementís compensation
compared to the lowest paid worker and takes into account
such issues as limiting compensation packages during times
of layoffs and economic downturns.
2.7.C.5
The company undertakes a merger, acquisition or restructuring
only if it is consistent with the companyís social
and environmental goals.
Bench Marks
2.7.B.1
Top managers report regularly on the ethical issues and corporate
responsibilities and programmes and a full report is made
public annually.
2.7.B.2
The company publicly discloses the manner in which its financial,
social and environmental goals are being met.
2.7.B.3
The Board reports publicly on how it is meeting its corporate
governance goals.
2.7.B.4
The company offers stock options to a broad cross-section
of employees and calculates stock options as an expense.
2.7.B.5
The company reports well in advance of proposed mergers, acquisitions
or restructuring to secure worker participation in the decision-making
process. 5
5 The corporate governance movement is speeding forward internationally as never before. The changes in laws, regulations, as well as shareholder pressure promoting additional changes, are significant and growing in Canada, South Africa, the United Kingdom, the United States and many other countries. Recommending one comprehensive set of corporate governance standards at any particular moment is impossible. However, the proponents believe that the practices listed above are acceptable internationally and are consistent with the values expressed in the other sections of this document.