The Board of Directors and management of TVI consider good governance to be vital for the effective operation of the company. The Board has overall responsibility for the conduct of the business and affairs of the Company and discharges this responsibility both directly and by the delegation of certain authority to committees of the Board and senior management of the Company.
Under the Business Corporations Act (Alberta), the Board of Directors is responsible for the management of the business and affairs of the Company. In addition to statutorily imposed responsibilities (e.g. approving published financial statements), the Board of Directors retains specific responsibility for: (i) the strategic direction of the Company; (ii) the identification of the principal risks to which the Company is exposed, and the implementation of systems to manage those risks; (iii) succession planning at the senior management level (including the Board of Director's own composition); (iv) the Company's communications policy; and (v) the integrity of the Company's internal controls and management information systems. The Board of Directors does not have a written mandate; however, the Board of Directors is aware that it is responsible for the stewardship of the Company and engages with management of the Company in overseeing the Company's affairs. Certain board responsibilities are delegated to various committees of the Board of Directors as follows:
The Audit Committee is responsible for reviewing the quarterly and annual financial statements and recommending their approval by the Board of Directors, and fulfills a similar function with respect to public offering documents, such as prospectuses. It also meets with the Company's independent auditors to, among other things, review with the auditors the effectiveness of the Company's internal controls and any other matters the auditors wish to bring to the Committee's attention. In addition, the Committee is responsible for the maintenance and control of the Company's "Whistle Blowing Policy".
Corporate Governance and Nominating Committee
The Company's Corporate Governance and Nominating Committee is responsible for reviewing the corporate governance practices of TVI and evaluating the same with reference to the Guidelines, recommendations of the Toronto Stock Exchange and others, along with responsibility for the review of the corporate governance practices of other peer group corporations and for identifying and recommending to the Board nominees suitable for election to the Board.
The Company's Compensation Committee is responsible for reviewing and recommending the annual compensation of the senior officers of the Company, and for oversight of the Company's compensation policies and practices. It also recommends all share option grants under the Option Plan.
Environmental, Heath and Safety Committee
The Company's Environmental, Health, and Safety Committee is responsible for reviewing the Company's practices with regard to the health and safety of all of its employees, as well as the care of the environment.
Corporate Governance Documents
Copies of TVI’s Corporate Governance Documents are available below: