RCG is governed by the CBCA. The Board is responsible for the management of the Company. The
Directors are committed to maintaining high standards of corporate governance and the Directors intend, so far as practicable given the Company’s size and the constitution of the Board, to comply with the Corporate Governance Guidelines for AIM companies published by the Quoted Company Alliance and National Policy 58-201 — Corporate Governance Guidelines. The Company also complies with the corporate governance regime established by the CBCA.
The Board has 4 committees: an audit committee, a remuneration committee, a nominating committee and a corporate governance committee, each of which will have duties and responsibilities delegated by the Board. Each committee is comprised entirely of independent directors within the meaning of Multilateral Instrument 52-110.
Audit Committee
The audit committee will consider the terms of the engagement and appointments of the Company’s external advisors, including amongst other duties, their remuneration, the scope of their engagement and any recommendations to the Board. The audit committee will have access to the Auditor. It will be responsible for ensuring that the financial performance of the Company is properly reported and monitored.
Remuneration Committee
The remuneration committee will, among other things make recommendations to the Board ensuring that the executive directors and other key employees are fairly rewarded for their overall contribution and performance and demonstrate to the shareholders of the Company that such remuneration is set by a committee whose members have no personal interest in the outcome of the decisions of the committee and who have regard to the interests of the Company, articulate our legal obligations, and those of our affiliates and their respective directors, officers and employees with respect to confidential information.
Nominating Committee
The nominating committee will, amongst other things, regularly review the structure, size and composition of the Board and they shall give full consideration to succession planning by identifying and nominating for approval of candidates to fill board vacancies by evaluating skills, knowledge and experience.
Corporate Governance Committee
The corporate governance committee develops our approach to corporate governance issues, advises the Board in filling vacancies on the Board and periodically reviews the composition and effectiveness of the Board and the contribution of individual directors. The governance committee also supervises our written corporate disclosure and insider trading policies. Among other things, these policies:
articulate our legal obligations, and those of our affiliates and their respective directors, officers and employees with respect to confidential information;
identify spokespersons who are authorized to communicate with third parties such as analysts, the media and investors on our behalf;
provide guidelines on the disclosure of forward looking information;
require advance review by senior representatives of any disclosure of financial information to seek to ensure that the information is not material, and to seek to ensure that selective disclosure of material information does not occur, and that if it does occur, a news release is issued promptly; and
establish ‘‘black-out’’ periods immediately prior to and following the disclosure of quarterly and annual financial results during which our directors, officers and certain other persons may not purchase or sell Common Shares in the market.
