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Compensation & Governance Committee

Compensation and Governance Committee

The Compensation and Governance Committee is responsible for assisting the board in ensuring that Matrikon’s human resources strategies support corporate objectives and sustain shareholder value, and on measuring board performance with respect to governance standards.

The Committee’s members are Kent Jespersen (chair), Hugh Bolton and Eric Rosenfeld.

During fiscal 2009, the Compensation and Governance Committee met four times (three in-person meetings, one conference call).

In fulfilling its mandate and responsibilities, the Compensation and Governance Committee focuses on three areas:


  • Conducts an annual review of Matrikon’s officers’ salaries, the general salary structure and employee benefits plans, including restricted share units and the employee stock purchase plan.
  • Reviews incentive bonus arrangements for senior officers.
  • Ensures compliance with compensation disclosure requirements and approves the report on executive compensation for the management information circular.
  • Reviews the adequacy of director compensation and ensures that it realistically reflects the responsibilities and risks involved in being an effective director.
  • Reviews senior officer performance and succession plans with the board annually.
  • Reviews progress made on human resource strategies, including recruitment and employee retention and development.

Corporate Governance

  • Ensures the annual adoption of a corporate strategy and a strategic planning process
  • Ensures the adoption of corporate objectives through the strategic planning process
  • Ensures that Matrikon's disclosure policy facilitates effective communication and satisfies continuous disclosure requirements
  • Ensures that each board committee annually reviews its scope and responsibilities
  • Ensures that appropriate orientation and education programs are provided to new directors
  • Assesses the effectiveness of the board, the board chair, and the committees of the board and reports the findings to the board. The assessment process examines the effectiveness of the board as a whole and specifically reviews areas that the board believes could be improved to ensure the continued effectiveness of the board in the execution of its responsibilities. A questionnaire addressing board responsibility, operations, communications and effectiveness is completed by each director. The chair of the board interviews each director on board responsibility, operations and communications and effectiveness, and also provides an opportunity to discuss individual concerns.
  • Reviews and makes recommendations to the Board on significant corporate governance issues relating to functional and operational matters, including monitoring the development and maintenance of Matrikon's approach to governance issues, considering new guidelines, and reviewing the description of Matrikon's corporate governance procedures in the annual report and Information Circular
  • Monitors and reviews Matrikon’s Health, Safety and Environment (HSE) policies to ensure they are being effectively implemented

Click here for a description of Matrikon's corporate governance practices.


The Committee considers the composition of the board annually and prepares recommendations for director nominees. In this process, the views and recommendations of the board chair, the chief executive officer, and all directors are sought and considered.

Please note: Information contained in the Investor section of Matrikon's web site was accurate at the time of posting, but may have been superseded by subsequent disclosures.
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