Holloway Lodging Corp.
Governance
Commettees of the Board of Directors
Audit Committee
The Audit Committee is a committee of the Board of Directors of Holloway Lodging Corporation whose primary function is to manage and maintain the effectiveness of the financial aspects of the company.
The Audit Committee is a committee of the Board of Directors of Holloway Lodging Corporation whose primary function is to manage and maintain the effectiveness of the financial aspects of the company.
The Committee shall report the results of its activities and associated recommendations to the Board and to Management with respect to the financial statements of the company (which are the responsibility of Management).
The Committee shall be comprised of not less than three Directors, all of whom must be Independent Directors in accordance with applicable regulatory and stock exchange requirements.
All members of the Committee shall have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the financial statements of the company.
The Committee shall:
• Review the company’s procedures for internal control with the company’s auditors and Chief Financial Officer.
• Review and approve the engagement of the auditors.
• Review annual and quarterly financial statements as well as all other material continuous disclosure documents, such as the company's annual information form and management’s discussion and analysis.
• Assess the company’s financial and accounting personnel.
• Assess the company’s accounting policies.
• Review the company’s risk management procedures.
• Review any significant transactions outside the company’s ordinary course of business and any pending litigation involving the company.
Compensation and Governance Committee
The Compensation and Governance Committee is a committee of the Board of Directors of Holloway Lodging Corporation whose primary function is to review, oversee and evaluate the compensation policies and governance policies of the company.
The Committee shall be comprised of not less than three Directors, a majority of whom must be Independent Directors in accordance with applicable regulatory and stock exchange requirements.
The Committee shall:
• Consider questions of management succession.
Administer any common share option or purchase plan of the company, and any other compensation incentive programs.
• Assess the performance of management of the company.
• Review and approve the compensation paid by the company, if any, to any officers, advisers and any consultants of the company.
• Review and make any recommendations to the Board concerning the level and nature of the compensation payable to Directors and officers of the company.
• Assess the effectiveness of the Board, each of its committees and individual Directors.
• Oversee the recruitment and selection of candidates as Directors of the company.
• Organize an orientation and education program for new Directors.
• Consider and approve proposals by the Directors of the company to engage outside advisers on behalf of the Board of Directors as a whole or on behalf of the Independent Directors of the company.
• Review and make recommendations to the Board of Directors concerning any change in the number of Directors of the company.
Source: http://www.hlcorp.ca/governance.aspx
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