Board Charter

Board of Director Expectations

The task of the KENJARHY Board is to oversee the task of managing the business and affairs of the Company.
The Board delegates authority to its management to provide day-to-day leadership and management.
The Board has implemented a process to evaluate its performance in fulfilling its responsibilities.
Other responsibilities of the Board include:
• Implementing a process for new Director Orientation
• Periodic review of the composition of the Board
• Appointing the Chairman and Secretary of the Board
• Establishing and enforcing a Board and Corporate Confidentiality Policy
• Implementing appropriate corporate governance policies to fulfil the Board’s responsibilities for oversight and control

Strategy and Plans

The KENJARHY Board is responsible for ensuring that the company develops and implements a strategic business plan. The Board fulfils this responsibility by participating in the strategic planning process with management.Including one all-day board meeting each year, specifically dedicated to reviewing and approving the strategic plan. 
The Board also:
• Oversees management’s implementation of the strategic plan
• Evaluates management’s performance against the strategic plan
• Reviews and approves KENJARHY’S financial objectives
• Approves the annual budget to support Kenjarhy’s ability to meet the objectives established in the strategic plan
• Approves the organisation of significant business units
• Monitors KENJARHY’S progress towards its goals

Management and Human Resources

The Board has responsibility for the appointment, termination and succession of a CEO, and management, establishing compensation, monitoring and reviewing performance against written objectives, providing advice and counsel to management, and approving decisions related to corporate officers. The Board also ensures that succession plans are in place and approves certain matters related to all employees, including the annual compensation policy for employees, and new benefit programs or material changes to existing programs.

Business and Risk Management

The Board monitors KENJARHY’S performance against its strategic, operating and capital plans and financial budgets and assesses whether the company is meeting its objectives.
The Board ensures that management identifies the principal risks facing KENJARHY, implements systems to manage these risks, and regularly reports on them to the Board to determine whether KENJARHY has achieved an appropriate balance between risk and reward.
The Board receives reporting from management on matters relating to proper financial accounting, reporting and disclosure, employee health and safety and related party transactions.

Financial and Corporate Issues

The Board monitors the implementation and integrity of KENJARHY’S internal control and management information systems, monitors operational and financial results, approves annual and quarterly financial statements, meets regularly with and receives reports from KENJARHY’S independent Auditors, approves significant debt and equity financing, reviews material corporate insurance policies, reviews the commencement or settlement of litigation that is expected to have a material impact on the company, and recommends the appointment of external auditors to shareholders.

Stakeholder and Corporate Communications

The Board ensures that management has appropriate policies in place to facilitate effective communication processes, satisfy continuous disclosure requirements and ensure that financial results and other material events are reported on a timely basis.

Corporate Policies and Procedures

The Board approves and monitors KENJARHY’S policies, which are intended to ensure compliance with the laws, regulations, agreements, policies and procedures, including but not limited to: a code of business conduct, continuous disclosure, conflict of interest, insider trading, computer usage and confidentiality. The Board also directs management to ensure appropriate company and corporate record keeping is in place.

Individual Director Expectations

The Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for business acumen and integrity. Potential new directors are assessed on their individual qualifications as well as skill and experience in the context of the needs of the Board.
The Charter stipulates the personal and professional characteristics expected of directors, including:
• High ethical standards and integrity in their personal and professional dealings
• A willingness to act upon and remain accountable for their boardroom decisions
• Wise and thoughtful counsel to the Board and management on a broad range of issues
• Depth of knowledge to understand and question the assumptions upon which the strategic and business plans are based
• A reasonable level of financial literacy (know how to read financial statements and understand the use of financial ratios)
• Respect for confidentiality
• Willingness to be available as a resource to management and the Board
• Respect for others

Individual directors are also expected to:
• Prepare for each Board meeting
• Maintain an excellent Board meeting attendance record (attendance of less than 80% without extenuating circumstances would create considerable concern)
• Participate fully and frankly in Board deliberations and discussions
• Demonstrate willingness to listen to others’ opinions and consider them
• Be willing to raise tough questions in a manner that encourages open discussion
• Establish an effective, independent and respected presence on the Board and a collegial relationship with other directors
• Focus inquiries on issues related to strategy, policy and results rather than day to day issues of corporate management
• Think, speak and act independently
• Be willing to risk rapport with the Chair and other directors in taking a reasoned, independent position
• Participate on committees and become knowledgeable about the duties, purpose and goals of each committee
• Become knowledgeable about KENJARHY’S business and the industry it operates in
• Participate in director orientation and development programs
• Maintain a current understanding of the regulatory, legislative, business, social and political environments in which KENJARHY operates
• Become acquainted with KENJARHY’S senior managers
• Visit KENJARHY’S offices and operations when and where appropriate

Other Matters

With respect to retirement, the Board does not favour term limits, but monitors the overall performance of the Board annually. The Compensation and Governance Committee reviews each director’s continuation on the Board every year.
One independent director is elected as Chair of the Board each year.
Board performance is assessed annually to determine whether it is functioning effectively.
Board members have complete and open access to KENJARHY to all members of management.
The Board has the power to hire independent legal, financial or other advisors at expense as it deems necessary.
The Board will have at all times an Audit Committee and a Compensation and Governance Committee. Each of these committees shall consist solely of independent directors.