Corporate Governance
ASTRAL MEDIA BELIEVES THAT EFFECTIVE CORPORATE GOVERNANCE PRACTICES ARE FUNDAMENTAL TO THE OVERALL SUCCESS OF A COMPANY.
Our Board of Directors supervises and evaluates the management of the Company and oversees matters related to its strategic direction, business and operations. The Board's mission is to protect the interests of the Company and its shareholders.
There are three Committees of the Board: the Audit Committee, the Compensation and Human Resources Committee and the Corporate Governance and Nominating Committee.
Our Lead Independent Director ensures that the Board carries out its responsibilities effectively. Every regularly scheduled meeting of the Board is followed by a session without the presence of management to ensure free and open discussion among our independent directors.
Astral Media is committed to fully complying with applicable corporate governance requirements and seeks to continuously improve its corporate governance standards. Over the past few years, Astral Media has made a number of important changes to its corporate governance practices and to the transparency of those practices. As such:
- Two thirds of our Board members are independent and all of our Committee members are independent.
- The Lead Independent Director has a defined mandate, and each year he reviews the performance of individual directors, of the Board and Committee Chairs, and of the Board as a whole.
- Mandates have been defined for the Board of Directors and its Committees, the Chairman, Committee Chairs as well as the CEO.
- For the purpose of director succession planning, the Corporate Governance and Nominating Committee approved the use of a matrix, which includes areas of expertise of Board nominees. These areas of expertise are disclosed in the Management Proxy Circular. The Board of Directors also maintains an “evergreen” list of potential director candidates.
- The grant of stock options to directors has been discontinued and replaced by a deferred share unit program.
- Minimum shareholding requirements for directors and senior executive officers have been introduced to better align their interests with those of our shareholders.
- The Company has adopted and recently revised a Code of Ethics that establishes a high standard for ethical behaviour among management and employees.
- A formal Disclosure Policy has been implemented to ensure that communications with investors and the public are timely, factual and accurate.
- The Audit Committee is required to pre-approve all services performed by external auditors.
- The Audit Committee has adopted “whistleblowing” procedures for employees and third parties wishing to report a complaint or concern with respect to accounting or auditing matters, or behaviour that is contrary to standards established under the Company's Code of Ethics.
- The Board of Directors has adopted a Charter of Expectations for Directors, which includes a conflict of interest policy and a majority voting policy.
For a complete review of the Company’s corporate governance practices, please refer to the Management Proxy Circular, available on our website at astralmedia.com.