Introduction
The Board of Directors (the "Board") of Eat Well Investment Group Inc. (the "Company") has delegated to the Governance Committee (the "Committee") the following functions: (a) to assist the Board in matters of Board organization and composition; (b) to locate and recommend to the Board individuals to fill vacancies on the Board; (c) to oversee the evaluation of the Board; and (d) to develop and recommend to the Board corporate governance principles and policies. This Charter is intended to comply with applicable requirements of Canadian securities laws and to provide the Committee specific direction in performing its duties. This Charter has been approved by the Board.
Organization
The Committee consists of two or more members of the Board, appointed by a majority of the Board and serving until their successors are duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. The Board may remove any member from the Committee at any time with or without cause.
The Company is a "venture issuer" within the meaning of applicable Canadian securities laws (including National Instrument 58-101 – Disclosure of Corporate Governance Practices). The Company is not subject to a regulatory requirement that the Committee be composed entirely of independent directors. The Board may, in its discretion, appoint one or more non-independent directors to the Committee where the Board considers that the appointment is in the best interests of the Company having regard to the relevant director's skills, experience and knowledge of the Company.
As of the date of adoption of this Charter, the members of the Committee are:
- Daniel Brody — not independent (Chief Executive Officer)
- Nick Grafton — independent
- Desmond Balakrishnan — independent
Meetings
The Committee meets from time to time and at least annually, including a meeting in advance of the preparation of any management information circular prepared in connection with the annual general meeting of shareholders, to consider and recommend to the Board the individuals to stand for election to the Board. Non-employee directors who are not members of the Committee may attend meetings of the Committee but may not vote. The Committee may also invite to its meetings any other director or any member of management of the Company and such other persons as it deems appropriate to carry out its responsibilities, and may exclude from its meetings any persons it deems appropriate.
Responsibilities
The principal functions of the Committee are:
- to evaluate annually the performance and effectiveness of the Board to ensure that the directors are fulfilling their responsibilities in a manner that effectively serves the interests of the Company's shareholders (which may include assistance from outside experts);
- to establish criteria for Board membership, including experience, skill set, diversity and the ability to act effectively on behalf of shareholders, and such other criteria as the Committee may deem relevant from time to time;
- to review the capability of each incumbent director as to availability to serve, conflicts of interest and other factors relevant to qualifications prior to making the recommendation to the Board;
- to identify, evaluate and recommend candidates to fill vacancies on the Board occurring between annual general meetings of shareholders, taking into account the criteria for Board membership established by the Committee;
- to present each year to the Board a list of individuals recommended for nomination for election to the Board at the annual general meeting of shareholders;
- at all times that the Company is a reporting issuer, to perform an annual review of the required financial literacy and independence qualifications for the Audit Committee and report to the Board for ratification that the qualifications have been met;
- to periodically review the process of determining the compensation paid to non-employee directors, together with the Compensation Committee, and make recommendations to the Board for any adjustments;
- to review actual or potential conflicts of interest affecting directors and executive officers, and to recommend appropriate procedures for managing such conflicts in accordance with section 147 of the BCBCA;
- to review corporate governance developments, both generally and specific to the Company, and where appropriate make recommendations to the Board regarding corporate governance matters and practices including the organization and legal structure of the Company;
- to review regularly the processes and procedures that it has developed for the Board;
- to review the process for Board and director orientation; and
- to establish an attendance policy for directors to attend Board and committee meetings and the Company's annual general meeting.
Review
The Committee will review the continued adequacy of this Charter on a periodic basis and recommend any changes to the Board.