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CORPORATE GOVERNANCE STATEMENT
Management of the Company
The business and affairs of the Corporation are managed by or under the direction or supervision of the Board of Directors (the Board). The Board exercises all powers of the company not required to be exercised by the shareholders.
Board of Directors
The Board meets four to eight times per year and as required for strategic planning purposes and to progress specific decisions. The Board
is accountable to the shareholder, the Minister of Technology and Innovation, in the manner set out in the Alberta Enterprise Corporation Act, Alberta Enterprise Corporation Regulation, the Alberta Enterprise Corporation Transfer Agreement and our Mandates and Roles Document.
The Board establishes strategic policy, guides and monitors the business and affairs of the Corporation on behalf of the shareholder, and is committed to a high standard of corporate governance. Responsibility for the operation and administration of the company is delegated to the President and CEO, who is accountable to the Board. In particular, the Board places emphasis on implementation
of Venture Capital best practices, sound administrative systems and procedures, and regulatory compliance.
The directors are appointed by the Lieutenant Governor in Council. A director holds office for a term fixed in the order appointing the director, which term must not exceed three years. AEC’s Board of Directors presently includes seven external and independent members.
Governance Review
A governance review is undertaken annually, to ensure the effectiveness of governance structures.
Conflict of Interest Policy and Procedures
As outlined in the AEC Code of Conduct and Ethical Standards, a conflict of interest exists when an individual’s private interests interfere or conflict with, or appear to interfere or conflict with, the interests of the Corporation. A conflict situation may arise when an employee, officer, or director takes actions or has interests that may make it difficult to perform his or
her professional obligations objectively and effectively, or when he or she otherwise takes action that is inconsistent with the interests of the Corporation for his or her direct or indirect benefit or for the direct or indirect benefit of a third party. A conflict of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Corporation, whether received from the Corporation or a third party. Loans to or guarantees of obligations of employees or any of their respective family members
are likely to amount to conflicts of interest
as are transactions of any kind between the Corporation and any other entity in which an employee, officer or director has a material interest.
Conflicts of interest are prohibited as a matter of corporate policy, except as specifically approved by the Corporation’s Board of Directors and in accordance with applicable laws and regulations. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interest must be reported immediately to senior management.
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