Corporate Governance Guidelines [view pdf]

The business and affairs of the Corporation are managed by or under the direction of the Board.

Charter of the Audit and Finance Committee [view pdf]

The Committee has been established by the Board to assist the Board in discharging and performing the duties and responsibilities of the Board with respect to the financial affairs of the Corporation and its subsidiaries, affiliates and related parties.

Charter of the Nominating and Governance Committee [view pdf]

The Committee has been established by the Board to assist the Board in discharging and performing the duties and responsibilities of the Board with respect to corporate governance.

Charter of the Organization, Compensation and Pension Committee [view pdf]

The Committee has been established by the Board to assist the Board in discharging and performing the duties and responsibilities of the Board with respect to management compensation, succession planning and employee benefits.

Code of Conduct and Ethics [pdf]

"The Company and each of its directors, officers and employees will comply with all laws that apply to the Company, its personnel and its and their activities, both in letter and spirit, will adhere to the highest standards of ethical conduct and will avoid even the appearance of improper conduct."

Ethical conduct and business success are inseparable, and no important business objective can be achieved without following this fundamental principle. This Code is intended to help implement this fundamental principle and enable better ethical decision making.

We amended and restated our Code of Conduct and Ethics, which became Effective March 1, 2010. The purpose of the restatement includes:

• Enhancing readability
  • Layout and organizational revisions were made to make Code easier to read.
  • We added a section dedicated to “Using the Code of Conduct”.
• Emphasizing Non-retaliation and reporting
  • We added a section dedicated to “Asking Questions and Raising Concerns”.
    • We reinforced duty to report violations and our non-retaliation commitment.
    • For each risk topic, we identified dedicated resources for seeking guidance and/or reporting violations.
• Incorporating Risk Topics Included in Other Policies
  • We added or emphasized the following risk topics:
    • Harassment
    • Equal Employment Opportunity Laws
    • Drugs and Alcohol in the Workplace
    • Employee Confidentiality – updated to include data protection laws
    • Competitive Intelligence
    • Safeguarding the Property of Others
    • Environmental Protection
    • Company Information Systems
    • Responsible Business Writing
• Adding Additional Comprehension Aids, including
  • Utilizing Q&A format for section on “Using the Code of Conduct”. 
  • Referencing other Company policies & procedures, where applicable.
  • Adding guidelines/checklists to the following sections:
    • Conflicts of Interest
    • Compliance with Antitrust and Competition Laws
    • Complying with Antiboycott Laws
    • Complying with Export Control Laws
    • Payments to Government Officials
    • Complying with Insider Trading Laws
• Emphasizing Our Commitment and Values
  • We revised and clarified sections relating to:
    • Gifts
    • Entertainment, and
    • Employment of Spouses and Family Members

Click here for Anonymous Electronic Reporting