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.
The Board is composed of nine (9) directors, three (3) of whom are independent directors under National Instrument 52-110 – Audit Committees, namely Craig Williams, Mel Barsky and John Plumpton.
Five (5) directors, namely Messrs. Muhanad Awad (Chairman of the Board), Sultan Alhokair, Shaun Kriel, Zaher Fattouh, and Mohamed Youssef are not independent by reason of being members of management of various companies controlled by Saudi FAS Holding Company (“FAS”). FAS owns approximately 51% of Iplayco’s common shares outstanding.
One (1) director is also not independent by reason of being a member of management of the Corporation, namely Scott C. Forbes, President & Chief Executive 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 and Corporate Secretary) 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. Muhanad Awad, Chairman, Board of Directors
c/o Corporate Secretary
Iplayco Corporation Ltd.
#215 - 27353 58th Crescent
Langley, B.C. 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. <top>