Board Information
- 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 the Company’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 nine directors, eight 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 Chair 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 the Company.
- 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 their resignation to the Chair 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.
- Board Committees
The Board of Directors of Touchstone (the “Board”) has established an Audit Committee, a Compensation and Governance Committee, a Health, Safety, Social and Environmental Committee, and a Reserves Committee to assist in the discharge of its duties. All of the committees are comprised of unrelated directors and report to the Board of Directors of Touchstone.
Audit Committee
Members, all of whom are independent and financially literate directors: Stanley T. Smith (Chair), Jenny Alfandary, Kenneth R. McKinnon, and Peter Nicol.
The Audit Committee assists the Board in fulfilling its oversight responsibilities by ensuring the integrity and completeness of the financial reports and other financial information provided to shareholders and regulatory bodies, reviewing Touchstone’s systems of internal controls regarding preparation of those financial statements and related disclosures that management and the Board have established, ensuring compliance with accounting and finance based legal and regulatory requirements, ensuring the independence of the external auditor, reviewing Touchstone’s accounting and financial reporting systems and procedures, and recommending, for Board approval, the annual and quarterly financial statements and other mandatory releases containing financial information.
Compensation and Governance Committee
Members, all of whom are independent directors: Kenneth R. McKinnon (Chair), Jenny Alfandary, and Dr. Priya Marajh.
The Compensation and Governance Committee is responsible for assisting the Board in fulfilling its oversight responsibilities by reviewing and evaluating matters relating to overall human resource policies and procedures, compensation of the directors, officers and employees of Touchstone in the context of the budget and business plan of the Company, and developing and reviewing Touchstone’s approach to corporate governance matters.
Health, Safety, Social and Environmental Committee
Members, all of whom are independent directors: Beverley Smith (Chair), Dr. Priya Marajh, and Dr. Harrie Vredenburg.
The Health, Safety, Social and Environmental Committee’s responsibilities include reviewing, recommending, and monitoring the adequacy of the Company’s health, safety, social and environmental policies, practices and programs including climate-related issues and sustainability. This is accomplished through reviewing, reporting and recommending to the Board regarding the development and implementation of the policies, standards and practices of the Company on health, safety, social and environmental matters, and assisting directors in meeting their responsibilities to the Company in satisfying its legal, industry and community obligations pertaining to these matters.
Reserves Committee
Members, all of whom are independent directors: Peter Nicol (Chair), Beverley Smith, and Stanley T. Smith.
The Reserves Committee assists the Board in the selection, engagement and instruction of an independent reserves evaluator for Touchstone, ensuring there is a process in place to provide all relevant reserves data to the independent reserves evaluator and monitoring and reviewing the annual independent reserves evaluation of Touchstone and any other independent reserves evaluations prepared for Touchstone.
Code of Conduct and Ethics
- General
Each Touchstone Employee represents Touchstone and is expected to act in a manner that will enhance Touchstone’s reputation for honesty, integrity, respect and reliability, in both its domestic and international relations. Touchstone’s employees are ambassadors of Touchstone and must carefully consider the image they project. Every Touchstone Employee is expected to act in a professional, responsible, and courteous manner at all times. Clearly, such behavior fosters a positive and productive working environment. Conversely, inappropriate or unprofessional behavior is disruptive and unproductive. Moreover, inappropriate conduct is cause for discipline, up to and including immediate termination.
Of course, in the context of this Policy, it is impossible for Touchstone to identify all standards of conduct that are unacceptable. Touchstone expects that employees will use common sense and good judgment in achieving this goal. However, Touchstone’s judgment, and not that of any individual Touchstone Employee, is the benchmark for what is acceptable and what is not. A Touchstone Employee’s conduct is not made acceptable solely because he/she believes it to be. Nor may a Touchstone Employee excuse his/her conduct because this Policy does not specifically prohibit the objectionable conduct. Touchstone expects that everyone will recognize that inappropriate conduct, from rudeness to theft, is unacceptable. The decision as to what is inappropriate is left in Touchstone’s hands and sole discretion.
The Board of Directors, CEO, and management will demonstrate visible and active commitment to the implementation of Touchstone’s Conduct policies.
- Business Relationships
Touchstone will apply its policies for conduct in dealings with subsidiaries, joint venture partners, agents, contractors, and other third parties with whom it has business relationships.
Subsidiaries and Joint Ventures
Touchstone will conduct due diligence before entering into a joint venture.
Touchstone will ensure that its subsidiaries and any joint ventures over which Touchstone maintains effective control adopt its policies for conduct. Where Touchstone does not have effective control it will make known its policies and use its best efforts to monitor that the conduct of such subsidiaries and joint ventures is consistent with its policies for conduct.
Agents
Touchstone will:
a) Ensure improper payments are not channeled through an agent;
b) Undertake due diligence before appointing an agent;
c) Ensure that compensation paid to agents will be appropriate and justifiable remuneration for legitimate services rendered;
d) Ensure that the agent contractually agrees to comply with Touchstone’s policies;
e) Monitor the conduct of its agents and retains the right of termination in the event that they pay bribes or engage in illegal activities.
Contractors and Suppliers
Touchstone will:
a) Conduct its procurement practices in a fair and transparent manner;
b) Undertake due diligence in evaluating major prospective contractors and suppliers to ensure they have effective policies against bribery and other illegal activities;
c) Make known its conduct policies to contractors and suppliers and monitor the conduct of major contractors and suppliers and retain the right of termination in the event that they engage in illegal activities;
d) Avoid dealing with prospective contractors and suppliers known to be engaged in illegal activities.
Human Resources
Touchstone employees will not suffer demotion, penalty, or other adverse consequences for refusing to pay bribes or engage in illegal activities even if it may result in Touchstone losing business.
To be effective, the policies for conduct will rely on Touchstone employees and others to raise concerns and violations as early as possible. For this, Touchstone will provide secure and accessible channels through which Touchstone employees and others will feel able to raise concerns and report violations in confidence and without risk of reprisal (see Whistleblower Policy for more information).
- Compliance of Laws
It is Touchstone’s policy to conduct its business in compliance with all laws, regulations and other legal requirements applicable to Touchstone in whatever jurisdiction Touchstone is carrying on business. Touchstone expects Touchstone employees to act in an honest and ethical manner when dealing with suppliers, agents, clients, government officials and all other third parties.
Touchstone employees are prohibited from using corporate funds or property, directly or indirectly, for any illegal or improper purposes including but not limited to bribery or kickbacks and are prohibited from diverting funds or property to separate funds or other companies for the purpose of disguising payments. Touchstone employees are prohibited from offering or accepting economic or other personal benefits in dealings with governmental or other officials in any country.
- Conflict of Interest
Conflict of Interest is defined as a situation in which a Touchstone Employee’s private interests may affect their judgment in acting on behalf of Touchstone. Touchstone employees must act honestly and in good faith with a view to the best interests of Touchstone. Full-time Permanent and Temporary Employees shall not provide services similar to those they provide to Touchstone to any other party or provide services to any extent that is detrimental in any way to Touchstone.
It is advisable that Touchstone employees should not only refrain from becoming involved in actual conflict situations, they should also avoid placing themselves in positions that may be perceived as conflicts. It is a mandatory requirement for all Touchstone employees to disclose any of their affiliations with other companies including, but not limited to; directorships, provision of consulting services, or share ownership greater than 10%.
- Confidential Information
In the course of employment, Touchstone employees may have access to information that is confidential, privileged, or of value to competitors of Touchstone or might be damaging to Touchstone if improperly disclosed. All Touchstone employees must protect the confidentiality of such information and as such it is a mandatory requirement for all Touchstone employees to sign Touchstone’s Confidentiality, Non-Disclosure, Assignment of Inventions and Non-Competition Agreement.
Please note that the terms of Touchstone’s Confidentiality, Non-Disclosure, Assignment of Inventions and Non-Competition Agreement survive termination of employment.
Touchstone employees must also guard against the release or improper use of insider information, defined as material information about a company’s activities that has not been disclosed to the public.
- Bribery and Other Illegal Activities
Touchstone prohibits the offer or acceptance of a bribe in any form, including kickbacks, on any portion of a contract payment, or the use of other routes or channels to provide improper benefits to clients, agents, contractors, suppliers or employees of any such party or government officials. Touchstone employees are prohibited from arranging or accepting a bribe or kickback from clients, agents, contractors, suppliers, or employees of any such party or from government officials, or engaging in any other illegal activity, for their benefit or that of their family, friends, associates or acquaintances.
Charitable Contributions and Sponsorships
Touchstone requires that charitable contributions and sponsorships are not being used as a subterfuge for bribery or other illegal activities.
Entertainment, Hospitality and Gifts
Touchstone employees shall not offer or accept gifts (material, non-material or monetary) from an individual or business organization doing business with Touchstone that may influence or appear to influence their business decisions. However Touchstone recognizes that nominal client giveaways such as mugs, pens, and t-shirts may be retained by the employee for personal use. Gifts such as Christmas gift baskets and in some cases hockey tickets are considered to be gifts for the entire staff and not just one employee. We trust that employees will use their best judgment to discern between gifts to share with the company and gifts for personal use. Gifts received by a Touchstone employee and deemed to be for the entire company are to be given to Human Resources. The purpose of Touchstone’s gift acceptance policy is to share gifts received with other employees as Touchstone equally recognizes everyone’s contribution.
Loans are not to be accepted from an individual or organization doing business with Touchstone unless such individual or organization is in the business of making loans to individuals.
Where a Touchstone Employee is required to entertain business contacts or government officials, gifts or entertainment provided at Touchstone’s expense shall be provided only as a matter of generally accepted business practice, be in accordance with applicable law and be of a kind or sort which would not prove embarrassing to Touchstone if subject to public disclosure.
Political Contributions
Touchstone and Touchstone Employees shall not make direct or indirect contributions to political parties, organizations, or individuals engaged in politics, as a way of obtaining advantage in business transactions.
A Touchstone Employee is at liberty to participate on their own time and expense in the political activity of his/her choice.
- Touchstone Property Records
Personal use of Touchstone property is not permitted without specific express authorization from Touchstone management. Touchstone employees are responsible for being aware of copyright issues relating to Touchstone property (i.e. computer software, materials for publication, etc.). Reproduction of such material is not only unauthorized use of Touchstone property but could be deemed a copyright infringement.
Touchstone will provide all Touchstone employees with the necessary equipment (including, but not limited to: fax machines, scanners, photocopiers, computers, printers, etc.) and stationary supplies (including, but not limited to: paper, writing utensils, envelopes, etc.) to do their job. No equipment or supplies are to be used for personal use and no equipment is to be removed from the physical confines of Touchstone – unless it is approved, and your job specifically requires use of company equipment outside the physical facility of Touchstone. As well, courier and postage supplies and services are strictly for business use.
Privacy
Although Touchstone respects the privacy of its employees, employee privacy does not extend to the employee’s use of Touchstone’s Electronic Resources, whether situated at the workplace or on a mobile device. Accordingly, employees should not consider electronic mail to be private. All e-mail communications and information downloaded from the Internet constitute company property.
Use of Electronic Resources may be subject to monitoring and inspection by management from time to time, without advance notice to employees, to evaluate customer service and to determine how the systems are being used. The results of monitoring may be reported to the employee, the employee’s manager, or senior management. Specific sites may be blocked from access at management’s discretion. In addition, employees should apply common sense in judging whether their Internet browsing is impacting their productivity at work.
Whistleblower Policy
| Effective | June 3, 2014 – Reapproved March 21, 2017 |
| Replaces | Not applicable |
Touchstone Exploration Inc. is committed to the highest standards of openness, honesty and accountability. The integrity of all financial and other information of Touchstone is vital as it guides the decisions of Management and the Board of Directors of Touchstone (the “Board”) and is relied upon by our shareholders, the financial markets and other stakeholders. This Whistleblower Policy (the “Policy”) applies to all directors, officers, employees and consultants of the Company.
For these reasons Touchstone must cultivate an environment where individuals can confidentially and anonymously report complaints and concerns regarding the manner in which the Company and our employees conduct business, including violations of law, rules and regulations or concerns regarding accounting, internal auditing controls or auditing matters, without the fear of victimization, discrimination or disadvantage. This requires a program by which the appropriate body can receive, retain and investigate all reports of complaints and concerns.
- Reporting Violations
It is the responsibility of all directors, officers, employees and consultants to report violations or suspected violations in accordance with this Policy. This program is designed to encourage the reporting of complaints and concerns regarding our business practices including, but not limited to:
- suspicious, questionable, unethical or unlawful accounting and auditing policies, practices or procedures;
- intentional breach of, or failure to implement, accounting and auditing policies, practices and procedures, approved by the Board;
- inadequate internal accounting controls;
- the misleading or coercion of auditors;
- disclosure of fraudulent or misleading financial information;
- instances of corporate fraud;
- ethics violations;
- theft of Company property;
- unfair employment practices;
- substance abuse;
- embezzlement;
- Securities Act violations; or
- threats of violence or harassment.
Violations or suspected violations may be submitted through our Whistle Blower Hotline operated by Ethicspoint, where you can confidentially communicate any issues or concerns. The whistleblower can choose to remain anonymous. If a name is provided, the whistleblower’s identity will not be disclosed without consent, and the whistleblower will be contacted within 10 business days and will be notified of any planned follow-up action. Details of reported violations or suspected violations will be kept confidential by the parties investigating, subject to the need to conduct an adequate investigation.
When reporting violations or suspected violations, individuals are encouraged to provide as much specific information as possible including names, dates, places and events that took place, the perception of why the incident(s) may be a violation, and what action the individual recommends to be taken.
- Handling of Reported Violations
All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation. The Company is required to report to the Audit Committee at least annually on financial compliance activity. The Committee shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Company shall immediately notify the Chair of the Audit Committee of any such complaint and work with the Committee until the matter is resolved.
- No Retaliation
No director, officer, employee or consultant who in good faith reports a violation shall suffer harassment, retaliation or adverse employment consequence. A Touchstone employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Policy is intended to encourage and enable Touchstone employees and others to raise serious concerns within the Company rather than seeking resolution outside the Company.
- Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and has reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious offence requiring disciplinary action up to and including termination.
Contact Information
Whistleblower Hotline
Phone
1.833.222.0171
Constating Documents
Modern Slavery Report
ESTMA
The Extractive Sector Transparency Measures Act (ESTMA) was enacted by the Government of Canada on December 16, 2014, and made effective on June 1, 2015. ESTMA delivers on Canada’s international commitments to contribute to global efforts to increase transparency and deter corruption in the extractive sector. ESTMA requires Canadian extractive entities to publicly disclose, on an annual basis, specific payments made to all governments in Canada and abroad.