Corporate Governance Overview
The Board of Directors (the “Board”) and senior management of CES Energy Solutions Corp. (the “Company”) considers good corporate governance to be central to the effective operation of the Company and are committed to maintaining a high standard of corporate governance. The Board’s primary responsibility is to oversee the conduct of the business and affairs of the Company. The Board discharges these responsibilities directly and through delegation of specific responsibilities to committees of the Board and senior management.
The Board has established four committees, all of which are an integral part of the Company’s governance structure. A summary of the primary responsibilities of each committee is as follows:
The Audit Committee
The Audit Committee is responsible for overseeing the accounting and financial reporting processes of the Company, including the reviews and audits of its financial statements. The duties of the committee include oversight and monitoring of the Company’s financial accounting and reporting processes, the quality and integrity of the financial statements and related disclosure of the Company, compliance by the Company with regulatory and legal requirements, and the performance, qualifications and independence of the Company’s auditor.
The Audit Committee is chaired by Mr. Kyle Kitagawa, and its members include Messrs. Phil Scherman, Ian Hardacre and Joseph Wright.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is responsible for assisting the Board in fulfilling its responsibilities relating to matters of maintaining and enhancing the Corporation’s corporate governance practices, including identifying and recommending qualified individuals in respect of the Board and senior management positions, including the Chief Executive Officer position, monitoring initial orientation and continuing education for directors, developing governance guidelines and policies and providing oversight of governance-related matters.
The Corporate Governance and Nominating Committee is chaired by Ms. Stella Cosby, and its members include Messrs. Spencer Armour and John Hooks.
The Compensation Committee has been established by the Board for the purpose of assisting the Board in fulfilling its responsibilities relating to matters of human resources and compensation (including equity compensation). The Committee assists the Board by, among other things, evaluating and making recommendations regarding the compensation of the Company’s executive officers, and evaluating and making recommendations regarding the equity and incentive-based compensation plans, policies and programs of the Company.
The Compensation Committee is chaired by Mr. John Hooks, and its members include Messrs. Spencer Armour and Kyle Kitagawa.
The Health, Safety and Environment Committee
The primary function of the Health, Safety and Environment Committee is to assist the Board in fulfilling its oversight in respect of the development, implementation, and monitoring of the Company’s health, safety, and environmental policies. The Company is committed to and responsible for providing a safe, healthy, and accident-free work environment through the establishment of safe work methods and practices.
The Health and Safety Committee is chaired by Mr. Joseph Wright, and its members include Ms. Stella Cosby and Mr. Ian Hardacre.
The Company’s governance practices are consistent with the governance guidelines set forth in National Policy 58-201 – Corporate Governance Guidelines and the audit committee rules set forth in National Instrument 52-110 – Audit Committees.