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This Corporate Governance Manual was approved by the Board of Directors on July 22, 2005.
Corporate governance and conduct of directors and officers of Canadian corporations has, in the past several years, received significant attention. High profile reports issued by The Toronto Stock Exchange with respect to corporate governance in Canada have brought to the fore the issue of board of directors conduct and the significant potential ramifications of a failure by a corporation to properly monitor the conduct of its board of directors and officers.
The board of directors of VG determined it was advisable to establish a VG corporate governance committee (the "Corporate Governance Committee"), which committee was established by resolution of the board of directors of VG on May 19, 2005. The mandate of the Corporate Governance Committee (which is contained in this Manual and set out in detail in Appendix A) is to develop general policies relating to corporate governance of the board of directors, committees and management of VG and to ensure that VG has, in force, an effective corporate governance system which adds value and assists VG in achieving its objectives. Such policies are to he developed by the Corporate Governance Committee and recommended to the board of directors for approval with a view to establishing mechanisms for achieving accountability by the board of directors, committees and management of VG. Such policies (and their resulting mechanisms) will be incorporated in revised versions of this Manual.
In furtherance of the foregoing mandate, the Corporate Governance Committee has developed this policy manual (the "Corporate Governance Policy Manual") to guide VG, its directors and management in the conduct of the business and affairs of VG. The principles contained in the Corporate Governance Policy Manual are in addition to, and not in substitution for, any common law or other contractual provision between a director and/or officer and VG.
The board of directors of VG is committed to ensuring that VG has an effective corporate governance system which adds value and assists VG in achieving the objects of VG.
In the Corporate Governance Policy Manual "corporate governance" means the process and structure used to supervise the business and affairs of VG with the objective of ensuring that VG operates within and achieves the objects of VG.
The Corporate Governance Committee determined that it was important to consider corporate governance within the context of a model. The following model illustrates that effective governance is not a set of isolated initiatives or practice. It is a system of mutually reinforcing principles, structures and processes designed to enhance the effectiveness of the board of directors and management. The Corporate Governance Committee undertook to review and make recommendations regarding each of the aspects of governance outlined in the model.
In accordance with the mandate of the Corporate Governance Committee, described above and attached hereto as Appendix A, the Corporate Governance Committee established certain delineated areas which it has reviewed in detail:
- Terms of Reference - examined the roles, responsibilities, accountabilities and interrelationships of directors, officers, committees and management.
- Committees - examined the rationale, terms of reference and relationships of committees to the board of directors and management. The Chair of VG will sit as either an appointed or ex-officio member on those committees of VG established by the board of directors from time to time. The Corporate Governance Committee seeks the advice of the Chair with respect to each such committee of VG prior to making recommendations relating thereto to the board of directors.
- Policies and Structure - examined policies and structure which support the board's ability to carry out its responsibilities.
- Information - examined the availability, relevance and timeliness of information required by the board of directors.
- Board Composition - reviewed an approach for determining the needs of the board of directors and an approach to nomination of directors of VG to the board of directors and any vacancies resulting from the resignation or removal of any such Director are to be carried out by the Corporate Governance Committee.
- Corporate Governance System - reviewed processes to manage and continuously improve corporate governance at VG and ensure the board's ability to operate independently of management.
Terms of Reference
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Objective of Corporate Governance Policy Manual
The objective of the Corporate Governance Policy Manual is to provide information and guidelines that will assist the board of directors of VG in undertaking its responsibilities in the most effective manner possible on an ongoing basis.