Pacific Safety Product Inc.’s Board of Directors (“the Board”) has a clearly established mandate which makes the Board responsible for the stewardship and governance of the Company. This includes ensuring: a strategic planning process is in place; the identification of the principal risks of the corporation’s business and systems are in place; succession planning is in place; a communications policy for the Company is in place and the Company’ internal control and management information systems are adequate. Under this mandate, the purpose of the Board is to supervise the management of the business and the affairs of the Company. The responsibility for day to day management of the Company resides with its executive management.
The Board consists of three directors. Two directors are independent directors who are not members of management, consultants, shareholder’s of more than 10% of the common shares, and have not had any material business relationship with the Company in the last three years.
Members of the Board have a wide range of knowledge and expertise and the size of the board is large enough to provide a broad range of experience while still small enough to provide for effective decision making. The composition of the Board allows it to act in the best interests of the Company and its shareholders. To assist in these efforts a standing committee has been formed.
The Audit Committee is chaired by Ken Hight. The committee is comprised of a majority of unrelated directors. The committee meets at least quarterly to review financial statements, review systems for internal control, receive reports of the external auditor, and review other statements of disclosure. The financial statements are audited by the Company’s external auditor annually.
The Board of Directors continues to work toward compliance with both the letter and the spirit of the Toronto Stock Exchange (“TSX”) Guidelines on Corporate Governance.