Zecotek's Board of Directors assumes responsibility for the stewardship of the Corporation.
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The mandate of the Board is to supervise the management of the business and affairs of the Corporation, with the objective of increasing shareholder value. In fulfilling its mandate, the Board, among other things, has the following duties and objectives:
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Adopting a strategic planning process, reviewing and approving, at least annually, a strategic business plan that takes into account the opportunities and risks of the business, and monitoring the implementation of the business plan by management.
- Selecting the Chief Executive Officer (CEO), appointing executive management and monitoring their performance.
- Satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization.
- Together with the CEO, developing and maintaining a clear written position description for the CEO, including delineating management's responsibilities and approving the corporate goals that the CEO is responsible for meeting.
- Identifying the principal risks of the Corporation's business and ensuring the implementation of the appropriate systems to manage these risks.
- Overseeing succession planning for the Corporation including appointing and monitoring senior management.
- Adopting a communications policy which deals with how the Corporation interacts with analysts, investors and the public.
- Developing and maintaining clear written position descriptions for the Lead Director and the Chair of each committee of the Board.
- Developing the Corporation's approach to corporate governance.
On an ongoing basis, as part of regular Board meetings the Directors receive presentations from management personnel and outside consultants to improve their understanding of Zecotek's business. In addition, meetings of the Board are regularly held in order to assist the Directors in better understanding Zecotek's operations. The frequency of meetings, as well as the nature of items discussed, depend upon the state of Zecotek's affairs and the opportunities or risks that Zecotek faces.
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