Good Corporate Governance involves having appropriate processes and structures for decision making in place that will protect the interests of all stakeholders. The stakeholders’ trust is developed by having Governance systems and programs in place that promote ethics and integrity and make communication as transparent as possible.
The Board of Directors of the Company believes that sound Corporate Governance practices are in the best interest of all shareholders, and contribute to prudent and effective decision making. The Board of Directors supports thorough and effective Corporate Governance standards and is committed to delivering value to all shareholders by assuming explicit responsibility for the stewardship of the Company.
Corporate Governance Framework
The by-laws of Trimel provide that a majority of the members of the Board of Directors are independent of Trimel and any controlling shareholder. Any amendment to this provision will require the approval of a majority of Trimel’s minority shareholders.
The Board of Directors and respective Committees are mandated to maintain:
A skills matrix for its Board of Directors and to disclose this matrix as part of its annual Corporate Governance Disclosure.
Written charters for its Board of Directors and for each of the Committees of the Board.
Written position descriptions for positions of Chairman and Chief Executive Officer, Lead Director and the Chairman of each of the Committees of the Board.
An insider trading policy, code of conduct and stock option guidelines.
The Audit Committee is responsible to maintain and enforce a whistle blowing policy.
Trimel management is responsible for maintaining a Disclosure Committee, that will report regularly to the Board of Directors of Trimel or a Committee of the Board.
The independence of the Board of Directors from management is supported through the following practices:
For so long as the position of Chief Executive Officer and Chairman are held by the same person, the Board shall appoint an Independent Director to act as Lead Director.
The Independent Directors will meet without management present in conjunction with every meeting of the Board. Once a year, the Independent Directors will include as part of such meeting, a discussion of whether the practice of combining the positions of Chairman and Chief Executive Officer, balanced by the position of the Lead Director, continues to be the most effective practice for Trimel.
In addition to an Audit Committee, Trimel maintains the following Committees:
Corporate Governance and Nominating Committee
Disclosure Committee consisting of certain senior officers of Trimel.
The Audit Committee of the Trimel Board of Directors is mandated to assist the Board in fulfilling applicable public company obligations respecting Audit Committees and their oversight responsibilities with respect to financial reporting. The Audit Committee is responsible for overseeing, among other matters, the work of Trimel's external Auditors, the integrity of Trimel's financial statements, Trimel's compliance with legal, regulatory and financial requirements, the qualifications and independence of Trimel's external Auditors and the effectiveness of Trimel's internal controls and the performance of Trimel's External Auditors. The Audit Committee shall review and recommend to the Trimel Board of Directors for approval, Trimel's annual and interim consolidated financial statements and related Management's Discussion and Analysis and other material public financial Disclosure, before they are released to the public or filed with the appropriate regulators. The Audit Committee will review its charter at least annually and recommend changes to the Trimel Board of Directors with respect to its charter, as necessary.
A copy of the Audit Committee charter can be downloaded by clicking the following link:
Audit Committee Charter
The Compensation Committee is comprised of three members, all of whom are independent Directors. The Compensation Committee will oversee Trimel’s Compensation plans, discharge the Board of Directors responsibilities relating the Compensation and succession planning and review and make recommendations regarding director and executive Compensation.
A copy of the Compensation Committee Charter can be downloaded by clicking the following link:
Compensation Committee Charter
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is comprised of three members, all of whom are independent Directors. The Corporate Governance and Nominating Committee is responsible for overseeing and making recommendations to the Directors of Trimel regarding its approach to Corporate Governance issues and the enhancement of Trimel’s Governance through an ongoing assessment of its approach to Corporate Governance. The Corporate Governance and Nominating Committee will conduct an annual review of its mandate and of the mandate and charter of each other Committee of the Trimel Board of Directors and recommend changes to the Board of Directors with respect to such mandates as necessary.
A copy of the Corporate Governance and Nominating Committee charter can be downloaded by clicking the following link:
Corporate Governance and Nominating Committee Charter
The Disclosure Committee is comprised of certain senior officers of Trimel, who, in the determination of the Trimel Board of Directors, are the most familiar with Trimel’s operations or who have specific experience in this area. The Disclosure Committee oversees Trimel’s Disclosure practices in compliance with applicable law and regulations and with the Disclosure policy adopted by the Board of Directors and will determine when business developments justify public Disclosure. Outside legal counsel will attend all meetings of the Disclosure Committee.
A copy of the Disclosure Committee charter can be downloaded by clicking the following link:
A copy of the Trimel Corporate Disclosure policy can be downloaded by clicking the following link:
A copy of the Trimel Whistleblower policy can be downloaded by clicking the following link:
Corporate Governance Practices
Board of Directors
The Trimel Board of Directors operates under a formal written charter and is responsible for stewardship and oversight of the business and affairs of Trimel, including its strategic planning and direction, identifying the principal risks of Trimel's business and ensuring the implementation of systems to manage them, succession planning and creating a culture of integrity throughout the organization. The Trimel Board of Directors will review its charter annually and shall make such changes as it considers necessary or appropriate.
A copy of the Trimel Board of Directors charter of the can be downloaded by clicking the following link:
The Trimel Board of Directors discharges its responsibilities directly and through its committees discussed above. The Trimel Board of Directors shall on an annual basis review and solicit comments from each Committee member regarding the effectiveness of the relevant Committee and the formal charter under which each Committee operates and, if necessary, will update and supplement each charter.
In fulfilling its responsibilities, the Trimel Board of Directors delegates day-to-day authority regarding the affairs of Trimel to its management, while reserving the right to review management decisions and exercise final judgment on any manner. Management will review with the Trimel Board of Directors on a periodic basis its strategic plan and deliver to the Board ongoing reports on the status of the business and operations of Trimel. In addition, in accordance with applicable legal requirements, all matters of a material nature will be presented by management to the Trimel Board of Directors for approval.