Article
Board and committee governance
Article
selected item
Additional information on the company’s board structure is available in the Board and committee structure section of the company’s most recent Management Proxy Circular.
Position description of the chairman
The full position description for the chairman of the board can be found in the board of directors charter, available at the following link: Board and committee charters.
The company does not have a lead director.
Board mandate
The mandate of the board of directors can be found in the board of directors charter, available at the following link: Board and committee charters.
Board committee charters
The various committees of the board routinely oversee and review business and corporate citizenship issues:
- safety and sustainability committee reviews policies, programs and practices on public issues of significance including their effects on safety, health and the environment
- audit committee oversees the work of internal and external auditors and reviews adequacy of internal controls and financial statements
- executive resources committee reviews senior management remuneration and the company's executive development system
- nominations and corporate governance committee considers the nomination of directors and oversees issues of corporate governance
- community collaboration and engagement committee oversees guidelines, procedures and performance supporting public awareness and consultation efforts, government, community and Indigenous relations, and community partnership and investment programs
The board appoints board members to each committee, including the committee chair. Members are selected for a specific committee based on their expertise and experience.
In February, 2023, the board of directors changed the name of the committee formally known as the public policy and corporate responsibility committee, to the safety and sustainability committee.
The charter for each committee is available at the following link: Board and committee charters.
Majority voting policy
In 2022, amendments to the Canada Business Corporations Act came into force implementing majority voting requirements for uncontested director elections. These amendments provide for the election of a director only if the number of “for” votes represents a majority of the votes cast both “for” and “against” the director. Following the implementation of these amendments, the company’s existing majority voting policy was rendered redundant and was revoked by the board.
Related content
Constating documents
Corporate governance Article •
Imperial statement on labour and the workplace
Imperial is committed to providing positive, productive and supportive work environments throughout its operations.Corporate governance Article
Board of Directors
Five independent directors and two non-independent directors bring diverse backgrounds and experience to the board. For more information on the board members, view their biographies.Corporate governance Article
Ethics and Standards of Business Conduct
Our commitment to high ethical standards is implemented through our policies and practices in every aspect of our business and at every location where we operate.Corporate governance Article
Corporate governance disclosure
Imperial is committed to disclosure of all material information in a timely manner to allow investors to value the shares of the company and comply with regulations.Corporate governance Article