Governance

Board of Directors

The Board of Directors (the “Board”) of Touchstone is responsible for the stewardship of the Company. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of Touchstone. The Board is specifically responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. The Board’s consideration and approval are also required for all material contracts, business transactions and all debt and equity financing proposals. The Board delegates to management, through the offices of the President and Chief Executive Officer, the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on Touchstone’s business in the ordinary course, managing Touchstone’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations relating to corporate objectives, long-term strategic plans and annual operating plans.

Touchstone’s Board facilitates its exercise of independent supervision over management by ensuring that the Board includes independent directors. The Board, at present, is composed of seven directors, six of whom are currently considered to be independent. Mr. Paul Baay is not considered an independent director as he would be considered to have a “material relationship”, as defined in National Instrument 52-110 – Audit Committees, with Touchstone as Mr. Baay is the current President and Chief Executive Officer. The Chairman of the Board is an independent director and is responsible for leading and managing the Board in discharging its responsibilities. To provide leadership for its independent directors, the Board ensures that the independent directors have access to the management of Touchstone.

View the Mandate of the Board of Directors.

View the Position Description for Chairman of the Board.

 

Majority Voting Policy

The Board adopted a Majority Voting Policy effective March 21, 2017, pursuant to which, in an uncontested election of directors, a director who receives more “withhold” votes than “for” votes at an annual meeting of Shareholders will tender his or her resignation to the Chairman of the Board, to be effective upon acceptance by the Board. The Board will accept the resignation absent extraordinary circumstances. The Board’s decision to accept or reject the resignation must be made within ninety (90) days of the meeting. The Board’s decision, including the reasons for not accepting any resignation, will be promptly disclosed to the public, including by way of press release in advance of issuance.

View the Majority Voting Policy.