FIRST CHOICE PRODUCTS INC. believes in the importance of a strong board and sound corporate governance policies and practices to direct and manage the affairs of our company.

Good Corporate Governance is essential to attracting and retaining the trust of our shareholders, our employees and the communities we work in. We also believe it enhances our performance.

We continually strive for transparency in all of our actions and for disclosure that’s clear and complete. We review best practices and keep a pulse on new developments in corporate governance with a view to adopting them when we think they make good business sense for First Choice.

• Our circulars and information forms are written in plain language to provide greater clarity of understanding
• Our board uses feedback tools to assess the overall effectiveness of the board, its committees and the chairman as well as to provide feedback on individual directors
• The corporate governance and nominating committee use a set of criteria and procedures to assess potential nominees as directors

Charters & Policies

We have four main policies that guide our business practices:

Leadership Charter – lists 12 leadership principles that we expect all of our employees to follow. These principles apply to their interactions with other employees, First Choice’s shareholders and all other stakeholders.

Statement of Expectations for our Directors – describes six attributes that we expect each director to demonstrate in carrying out his or her duties and responsibilities while serving on our board.

Code of Business Conduct and Ethics – contains rules and guidelines for ethical behaviour and affirms our commitment to conducting ourselves to the highest standards of honesty and integrity.

Disclosure Policy – sets out our policy for producing and disseminating timely, accurate and balanced disclosure of all material information.

Board Mandate

First Choice’s board of directors is responsible for the stewardship of First Choice’s business and affairs. Its main role is to oversee corporate performance and to ensure that management continues to operate with professionalism, integrity and the right talent so First Choice can successfully execute its strategic plans and achieve its corporate objectives.

We’ve identified six key elements that play a critical role in keeping our board effective:

MANDATE
The board operates under a written mandate that sets out the key responsibilities for fulfilling this role.

INDEPENDENCE
The Board has determined that three of our six directors are independent, which means they are independent of management and free from conflict of interest. According to our board, a director is independent if he or she does not have a direct or indirect material relationship with First Choice.

The only directors who are not independent are David Martens, our Chairman and CEO, Linda Peters, our Administrator and Norm Rempel, our Operations Manager. All of our board committees include independent directors.

LEAD DIRECTOR
The board has established the role of lead director because the Chairman and CEO is not independent. The main role of the lead director is to ensure that the board operates independently of management and that directors have a contact in a leadership role who is independent.

ACTIVE PARTICIPATION
We have clear expectations for First Choice’s board and its directors, and established an annual process to make sure both are effective. See our board mandate and statement of expectations for our directors.

REGULAR EVALUATION
The corporate governance and nominating committee evaluates the effectiveness of the board and its committees and first Choice’s corporate governance practices. It also uses a combination of surveys or interviews to solicit feedback from individual directors to help them enhance their contributions.

ORIENTATION AND CONTINUING EDUCATION
Our orientation process for new directors may include a combination of written materials, one-on-one meetings with senior management, and other briefings and training as appropriate. We also provide each director with a board handbook that includes relevant corporate and business information to orient and assist directors in fulfilling their duties and obligations.

Our continuing education is focused on preparing educational sessions for directors on matters relevant to First Choice’s business and risk profile as well as topics necessary for the board to keep abreast of industry practices, corporate governance and other regulatory developments.

The Chairman and lead director also work with each candidate to ensure he or she is familiar with our statement of expectations for our directors and fully understands the workload and time commitment before agreeing to be nominated as a director of First Choice.

Board Commitees

The board has three standing committees:

• Audit committee
• Compensation committee
• Corporate governance and nominating committee

It may also appoint ad hoc committees from time to time.

Each committee operates under a written charter or mandate:

Audit Committee Charter
Compensation Committee Charter
Corporate Governance and Nominating Committee Charter

 

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