INVESTOR INFORMATION - CORPORATE GOVERNANCE - STANDING COMMITTEES

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STANDING COMMITTEES

Audit Committee
The Audit Committee (the “Committee”) is appointed by the board of directors (the “Board”) of Tricon Capital Group Inc. (the “Corporation”) to assist in the oversight and evaluation of:

  • the quality and integrity of the financial statements of the Corporation;
  • the internal control and financial reporting systems of the Corporation;
  • the compliance by the Corporation with legal and regulatory requirements in respect of financial disclosure;
  • the qualification, independence and performance of the Corporation’s independent auditors;
  • the performance of the Corporation’s Chief Financial Officer; and
  • any additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

In addition, the Committee provides an avenue for communication between the independent auditor, financial management, other employees and the Board concerning accounting and auditing matters. The Committee is directly responsible the appointment, compensation, retention (and termination) and oversight of the work of the independent auditor (including oversight of the resolution of any disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing audit reports or performing other audit, review or attest service for the Corporation.

The Committee is not responsible for:

  • planning or conducting audits,
  • certifying or determining the completeness or accuracy of the Corporation’s financial statements or that those financial statements are in accordance with generally accepted accounting principles, or
  • guaranteeing the report of the Corporation’s independent auditor.

The fundamental responsibility of the Corporation’s financial statements and disclosure rests with management and the independent auditors are responsible for auditing those financial statements. It is not the duty of the Committee to conduct investigations, to itself resolve disagreements (if any) between management and the independent auditor or to ensure compliance with applicable legal and regulatory requirements.

Compensation, Nominating and Corporate Governance Committee
Among other things, the Compensation, Nominating and Corporate Governance Committee will:

  • review and make recommendations to the Board of the Company concerning the appointment of officers of the Company;
  • annually review the chief executive officer’s goals and objectives for the upcoming year, provide an appraisal of the chief executive officer’s performance and review his compensation;
  • make recommendations concerning the remuneration of directors and nomination of new directors; and
  • administer and make recommendations regarding the operation of the Stock Option Plan and any other employee incentive plans.

The Compensation, Nominating and Corporate Governance Committee will also be responsible for developing the Company’s approach to governance issues, monitoring and overseeing the quality and effectiveness of the corporate governance practices and policies of the Company and making recommendations to the Board with respect to new members of the Board and periodically reviewing the effectiveness of the directors and the contribution of individual directors. This committee will also be responsible for developing and periodically reviewing and updating the Company’s written disclosure policy. It is expected this policy will, among other things:

  • articulate the legal obligations of the Company, its affiliates and their respective directors, officers and employees with respect to confidential information;
  • identify spokespersons of the Company, who will be the only persons authorized to communicate with third parties such as analysts, media and investors;
  • provide guidelines on the disclosure of forward looking information;
  • adopt and implement corporate communication policies and ensure the effectiveness and integrity of communication and reporting to the Company’s shareholders and public generally;
  • adopt and implement policies to prevent the selective disclosure of material information and to ensure that, if selective disclosure does occur, a news release is issued immediately; and
  • establish “black-out” periods prior to and following the disclosure of quarterly and annual financial results and with respect to the disclosure of certain material changes, during which periods prescribed individuals and entities may not purchase or sell Common Shares.