Search
Search
  • Trading Symbol SCL-T
  • ExchangeTSX
  • Stock QuoteC$ 26.97
  • Change (C$)0.25
  • Change (%) 0.94
  • Change Up 0.94%
  • As of October 20, 2017 Close Minimum 20 minute delay.
  • C$ 26.97
    Last
    0.94
    % Change
    50,364
    Volume
    C$ 27.16
    Today'S High
    C$ 26.72
    Today'S Low
    C$ 26.77
    Open

The Board of Directors (the "Board") and management of the Company recognize that effective corporate governance is central to the prudent direction and operation of the Company in a manner that ultimately enhances shareholder value. The following discussion outlines the Company's system of corporate governance.

The business and affairs of the Company are managed under the supervision of the Board. Broadly, the Board reviews overall corporate strategy and assesses management's implementation of agreed strategies and reviews the results obtained. The Board's role consists of the approval of strategic plans, the review of corporate risks identified by management and monitoring the Company's practices and policies for dealing with these risks, management succession planning, the monitoring of business practices and the assessment of the integrity of the Company's internal controls and information and governance systems. The Board oversees the Company's strategic planning process, reviews and approves strategies and assesses management's success in implementing the strategies. This is done regularly and through annual special purpose board meetings held each year to review and approve the Company's strategic and annual business plan. The strategic plan is updated each year so that it always projects the next three-year period. Management reports to the Board quarterly, highlighting and commenting upon divisional performance compared with annual business plan forecasts and prior year results. As part of the strategic plan review process, the Board identifies and evaluates the principal opportunities and risks of the Company's businesses and seeks to ensure that management puts in place appropriate systems to manage the principal risks. The Board also receives, reviews and discusses a quarterly risk management report from management which identifies the key risks facing the Company, their potential impact on operating income and mitigation actions which are being taken. In addition, the Audit Committee regularly reviews financial and health, safety and environmental ("HSE") risk issues and the Compensation and Organizational Development Committee reviews compensation related risk issues on an annual basis. A discussion of the key risks facing the Company is set out in the Company's Annual Information Form for its most recent fiscal year and in the Management Discussion and Analysis accompanying the Company's consolidated financial statements for its most recent fiscal year, which is filed on SEDAR at www.sedar.com

The corporate governance practices and policies of the Company have been developed under the general stewardship of the Nominating and Governance Committee. The Committee believes that the corporate governance practices of the Company are appropriate for the Company. As a result of evolving laws, policies and practices, the Nominating and Governance Committee regularly reviews the corporate governance practices and policies of the Company in order to facilitate compliance with applicable requirements and implements best practices appropriate to its operations. In recent years, the following steps have been taken by the Company as part of the ongoing process of enhancing its corporate governance:

  • instituted and updated mandatory share ownership guidelines for all directors, the Chief Executive Officer and other designated executives
  • reviewed and revised the mandate of the Board of Directors
  • reviewed and revised the charters for the Audit, Compensation and Organizational Development and Nominating and Governance Committees and appointed only independent directors to these Committees
  • completed evaluations of the Board's performance as well as individual director peer performance reviews and developed a new Board/Committee/Director performance assessment process and form
  • developed a new Board experience/skills matrix
  • reviewed and updated its Code of Conduct for directors, officers and employees, a copy of which may be found on SEDAR (www.sedar.com)
  • instituted a whistleblower hotline to assist employees in reporting suspected violations of the Code of Conduct
  • instituted a majority voting policy for directors and an "advance notice" bylaw
  • instituted a DSU plan for directors and terminated the director's stock option plan
  • reviewed and updated its Confidentiality, Insider Trading and Disclosure policies
  • eliminated the Company's dual class share structure through a shareholder & court approved plan of arrangement.
  • developed a new director retirement policy, new Board and Senior Management Diversity policies and an Executive Compensation Clawback Policy
  • enhanced Board continuing education by enrolling three directors in the Director Education Program offered by the institute of Corporate Directors (the "ICD") and enrolling all directors as as members of the ICD.

 

Investor Toolkit

PDF view Print view Email Alert Social Media Sharing