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Overview and Commitment

Upholding sound governance standards is a key priority of the Iplayco Board of Directors.

Our corporate culture of integrity and respect for the Corporation’s stakeholders is further reinforced by Iplayco’s Code of Ethics and Business Conduct which guides the actions of our employees.

Board Mandate and Composition

The Board of Directors has overall responsibility for the Corporation’s business conduct. The Board fulfills this responsibility both directly and by delegating certain authority to Board committees and the Corporation’s senior management.

The direct responsibilities of the Board include:

  • choosing the Corporation’s Chief Executive Officer, who is responsible for all of the Corporation’s day-to-day operations;
  • reviewing and approving a strategic plan that takes into account an identification of business opportunities and business risks;
  • overseeing and monitoring management’s systems for the operations of the Corporation;
  • monitoring and assessing the Corporation’s performance in meeting both short and long-term goals established by the Board;
  • directly reviewing and approving major transactions proposed by management;
  • reviewing reports and recommendations from committees of the Board with respect to matters such as succession planning and preparation of financial statements and giving necessary directions to management;
  • reviewing the content of significant communications with shareholders and the investing public, including the management proxy circular, and quarterly and annual financial statements; and
  • approval of the appointment and remuneration of all executive officers.

Director Independence

The Board is composed of five (5) directors, three (3) of whom are independent directors under National Instrument 52-110 - Audit Committees, namely David Banks, Barry Macdonald and John Plumpton.

Two (2) directors are not independent by reason of being members of management of the Corporation, namely Scott Forbes, President & Chief Executive Officer of the Corporation, and Max Liszkowski, Chief Financial Officer of the Corporation.

The independent directors exercise their responsibilities for independent oversight of management and are provided with leadership through their position on the Board and ability to meet independently of management whenever deemed necessary.

The quantity and quality of the Board compensation is reviewed on an annual basis. At present, the Board is satisfied that the current Board compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director of the Corporation.

Interlocking Outside Boards

In assessing the inter-relationships of Board members, the Corporation reviews those directors that serve on the same boards and committees of other reporting issuers. The Board and Governance Committee has reviewed all reportable interlocking directorships and is of the view that the existing interlocks do not adversely impact the independence nor effectiveness of these directors on the Corporation’s Board.

Ethical Business Conduct

As noted above, the Corporation has adopted a Code of Ethics and Business Conduct which governs the behaviour of all directors, officers and employees of the Corporation and its subsidiaries. The Code of Ethics and Business Conduct sets out the fundamental terms upon which the Corporation conducts its business and deals with subjects such as compliance with laws, conflicts of interest, and providing a workplace free from harassment.

The Board monitors compliance with the Code of Conduct through the Audit Committee. Suspected Code violations are reported to the Compliance Officer (the CFO) to investigate.

Communications with the Board

Shareholders, employees and other interested parties may communicate directly with the Board of Directors, through the Chairman of the Board, in writing to:

Mr. David Banks
Chairman of the Board of Directors
Iplayco Corporation Ltd.
215 – 27353 58th Crescent
Langley, BC V4W 3W7

Please send your communication in a sealed envelope and mark it Private and Confidential. Your envelope will be delivered unopened to the intended recipient.

Committees of the Board of Directors

There are three standing committees of the Board of Directors: the Audit Committee, the Corporate Governance Committee, and the Compensation Committee. Each committee operates in accordance with Board-approved terms of reference. The Board may create a new committee whenever it considers it advisable to do so.

Committee chairs, in consultation with members, determine the frequency of meetings for each committee, provided that a committee must at all times comply with its terms of reference. The agenda for each meeting is established by the committee chair in consultation with appropriate members of management and the Corporate Secretary. Each committee chair reports to the full Board with respect to each of its meetings.

The Board of Directors, and each standing committee, ensure their independence by convening independent directors-only in camera sessions at every meeting.

Committee members are appointed annually following the Corporation’s annual meeting. The Corporate Governance Committee provides recommendations to the Board in respect of all such appointments.

The following is a description of the composition and mandate for each of the committees of the Board:

  • The Audit Committee
  • The Corporate Governance Committee
  • The Compensation Committee

For further details on the Board of Directors or on any of the standing committees of the board, please refer to the Corporation’s Management Proxy Circular.

The Audit Committee

The Audit Committee shall be comprised of two or more directors, appointed by the Board, a majority of which should not be officers, employees or control persons of the Corporation on any associate of affiliate of the Corporation. Applicable laws and regulations will be followed in evaluating a member’s independence.

The Audit Committee consists of three (3) independent directors, namely Barry Macdonald (as Chair), David Banks and John Plumpton.

The Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders with respect to the Corporation’s: (a) financial statements; (b) financial reporting process; (c) systems of internal and disclosure controls; (d) external audit function; (e) financial arrangements and liquidity; and (f) risk identification and assessment. It is the responsibility of the Committee to maintain an open avenue of communication between itself, the external auditors, and the management of the Corporation. In performing its role, the Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Corporation. It is also empowered to retain outside counsel or other experts as required.

Audit Fees

Fees paid or accrued by the Corporation for audit and other services provided by Deloitte LLP (the Corporation’s external auditors) in each of the last two financial years are as follows:

Financial Year Ending Audit Fees (1) Audit Related Fees (2) Tax Fees (3) All Other Fees (4)
2018 $206,500 N/A $51,375 N/A
2017 $132,000 N/A $67,530 N/A
  1. Fees for the audit of the Corporation's annual consolidated financial statements as at and for the financial years ended September 30, 2018 and 2017
  2. Fees for services that are reasonably related to the performance of the audit or review of the Corporation’s consolidated financial statements that are not included under the heading “Audit Fees”.
  3. Fees for tax compliance, tax advice, and tax planning services.
  4. Fees for services other than as set out under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”.

Pre-approval Policies and Procedures

The Audit Committee is authorized by the Board to review the performance of the Corporation’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Corporation. The Audit Committee is authorized to approve any non-audit services or additional work that the Chairman of the Audit Committee deems as necessary who will notify the other members of the Audit Committee of such non-audit or additional work.

The Corporate Governance Committee

The Corporate Governance Committee consists of three (3) independent directors, namely David Banks (as Chair), Barry Macdonald and John Plumpton.

The Corporate Governance Committee has responsibility for reviewing the governance policies and practices of the Corporation and their conformity to the Guidelines.

This Committee has also been given responsibility for assessment of the performance of the Board and its members, nominees for elections as director, assessment of the orientation and education of new Board members, review of directors’ compensation and insurance, and review of the mandate of the Board, its committees and management.

The Corporate Governance Committee also will determine if it is appropriate for individual directors to engage outside advisers in any situation. Through the Corporate Governance Committee, the Board will continue to assess its policies and practices and the effectiveness of management and the Board members in carrying out their respective duties.

The Compensation Committee

The Compensation Committee consists of three (3) independent directors, namely John Plumpton (as Chair), David Banks and Barry Macdonald.

The Compensation Committee has responsibility for determining the appropriate levels of compensation for management and for determining related compensatory matters such as the granting of incentive stock options, however, the Board as a whole reviews the compensation for management and directors.

The Compensation Committee meets at least annually.

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