Corporate Governance

Committees of the Board of Directors

The Board currently has five committees: Audit; Compensation, Corporate Governance and Nominating, Special Opportunities and the Health, Safety and Environmental Committee of which the Audit, Compensation and Corporate Governance and Nominating and Health, Safety and Environmental Committees have mandates.  The Special Opportunities committee does not have a formal mandate. Each mandate includes a statement of the committee’s purpose, a description of the committee’s responsibilities and a description of the role of the committee’s Chair, which includes presiding over committee meetings, reporting to the Board with respect to the activities of the committee, providing leadership to the committee with respect to its functions and overseeing the logistics of the operations of the committee.

The mandate for each committee requires that all members be independent and that members of the committee meet without management present at each meeting of the committee. The Board of Directors recognizes that it is not possible to achieve these mandates given the current composition of the Board of Directors.  However, as certain of the directors are considered not to be independent because of their relationship to JIIL rather than to the Corporation, the Corporation is of the view that these committees do act independently of management.  Each committee’s mandate also expressly entitles the members to retain the services of outside advisors and/or consultants at the expense of the Corporation.

Audit Committee

The Audit Committee consists of Messrs. Geoff Stanely, James Xiang and Scott Moore.  Its purpose is to assist the Board in its oversight of responsibilities relating to the integrity of the Corporation’s internal controls and financial reporting. On behalf of the Board, the Audit Committee is responsible for, among other things:

(a) Conducting such discussions and reviews with management and the external auditors relating to the audit and financial reporting as it deems appropriate;

(b) Assessing the integrity of internal controls and financial reporting procedures and ensuring proper implementation thereof;

(c) Ensuring an appropriate standard of corporate conduct;

(d) Reviewing and approving the quarterly financial statements and management’s discussion and analysis of the Corporation’s financial position and operating results in relation thereto;

(e) Reviewing the annual financial statements and management’s discussion and analysis of the Corporation’s financial position and operating results in relation thereto and reporting to the Board thereon, including making recommendations with regard to the approval thereof; and

(f) Recommending to the Board, for approval by shareholders, a firm of external auditors to act as independent auditors and to monitor the independence and performance of such external auditors.

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and has direct access to the external auditors and to all officers and employees of the Corporation, as well as unrestricted access its books and records.

Corporate Governance