Corporate Governance

FNI is committed to upholding best practices in corporate governance. This is pursued within the framework of responsibilities defined by the Charter of the Board of Directors. The Board's three Committees, primarily comprised of independent members, are charged with specific areas of governance and make recommendations for review and adoption by the Board as a whole.

 

The concept of corporate governance originated as a means of achieving effective shareholder representation at the board level. More recently, however, governance has expanded to include corporate behavior in its broadest sense. In this spirit, FNI maintains a Code of Business Conduct to serve as an ethical signpost and a Whistleblower Policy to encourage reporting and communication.

 

The Company has produced a series of charters, policies and codes which are designed to set out guidelines for directors, officers and employees of the Company in the performance of their duties. Click on the links below for more information.

 

BOARD CHARTER

 

This charter sets out guidelines for overall role and responsibility of the board and the qualification of the directors and sets out the mandate of the board.

 

AUDIT COMMITTEE CHARTER

 

The purpose of this Committee, as set out in the charter, is to monitor the audit process of the Company and to help ensure the integrity of the financial statements of the Company and the compliance of the Company with legal and regulatory requirements. The charter sets out the composition of the Committee, meeting procedure, and the Committee's responsibilities and duties, including its liaison with the external auditors.

 

HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER

 

The purpose of this Committee is to assist the Board by reviewing and approving goals and objectives for the Chief Executive Officer (“CEO”), evaluating the CEO’s performance, making recommendations regarding compensation, and reviewing executive compensation public disclosure.

 

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

 

The purpose of this Committee is to develop, review, and plan the Company’s approach to corporate governance issues, to identify and recommend to the Board potential new nominees for directors, to monitor the management succession plan, and to oversee enforcement of and compliance with the Company’s Code of Business Conduct.

 

CODE OF BUSINESS CONDUCT

 

This code sets out general standards of conduct expected in business practices undertaken by or on behalf of the Company. The standard of conduct is set out with respect to honesty and integrity in the performance of duties, avoidance of conflicts of interest, protection of confidential information, promotion of fair dealing, public disclosure of reporting requirements, maintaining accuracy of accounting records, protection of corporate opportunities, protection and proper use of the Company’s assets, compliance with laws, prohibition against insider trading, compliance with environmental and health and safety laws and no discrimination and harassment.

 

WHISTLEBLOWER POLICY

 

The Board has approved a policy to facilitate reporting of concerns regarding actual or suspected improper activities in respect of the Company's accounting, internal controls or auditing matters and any other violations of its Code of Business Conduct.

 

CORPORATE DISCLOSURE POLICY AND PRACTICES

 

The Company has adopted a disclosure policy to deal with the release of information to the market, appropriate responses to market speculation and rumours, the designation of authorized spokespersons for the Company, briefings to institutional investors and stockbroker analysts, the review of analysts' reports, and the release of forward looking statements.

 

INSIDER TRADING POLICY

 

The Company has adopted an insider trading policy that sets out guidelines for directors, officers, and employees of the Company regarding non-public information and trading in the Company’s securities. The purpose of the policy is to protect the Company and persons covered by the policy from the appearance of inappropriate activities regarding the Company’s securities. The policy sets out specific periods when persons covered by the policy may trade in the Company’s securities, a specific process for obtaining clearance for trading in the Company’s securities, restrictions and procedures regarding disclosure of non-public information, as well as specifying potential consequences for violations of the policy.