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Board Committee Responsibilities

Audit Committee

The members of the Audit Committee are Guy Charette as Chairman, Sebastien Bellefleur and Anthony Samaha.

The Audit Committee’s role and responsibilities, under its charter, include:

  • Oversight of the reliability and integrity of the Company’s accounting policies and financial reporting and disclosure practices
  • Advising the Board on the Company’s financial reporting, due diligence, financial systems integrity and business risks
  • Reviewing and monitoring the Company’s external audit and risk management procedures
  • Monitoring and reviewing the effectiveness of the Company’s internal compliance and control
  • Reviewing the External Auditor’s qualifications and independence
  • Reviewing the performance of the External Auditor
  • Assessment of whether the Company’s external reporting is consistent with the Committee members’ information and knowledge and is adequate for shareholder needs
  • Ensuring proper procedures for the selection, appointment or removal of the External Auditor and rotation of the external audit engagement partner

The Audit Committee meets as often as required to carry out its role and responsibilities. It is expected that ordinarily this will be at least four per year.

Remuneration Committee

Comprises of Guy Charette as Chairman, Sebastien Bellefleur and Anthony Samaha.

It is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives.

The Remuneration Committee also has responsibility for:
(i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation;

(ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and

(iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.

Nomination Committee

Comprises of Guy Charette as Chairman, Sebastien Bellefleur and Anthony Samaha.

It is expected to meet not less than once a year and at such other times as required. The Nomination Committee will have responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning.

The Nomination Committee will also have responsibility for recommending new appointments to the Board and to the other Board committees. It will be responsible for identifying suitable candidates for board membership and monitor the performance and suitability of the current Board on an on-going basis.