Canadian Oil Sands' Board of Directors is comprised of experienced leaders who share their financial, operational, governmental and regulatory experience to provide effective stewardship of Canadian Oil Sands. Their objective is to create long-term value for our shareholders. The Board has three committees: Audit; Reserves, Marketing Operations and Environmental, Health and Safety; and Corporate Governance and Compensation ("CGC").
All non-executive directors are considered independent of management under National Instrument 52-110 Audit Committees and National Policy 58-201 Corporate Governance Guidelines, including our Chairman. In-camera sessions, where the independent directors meet without management present, are routinely held at regularly scheduled meetings of the Board and its committees. In addition, the Audit Committee holds in-camera sessions with the external auditors as a means to promote open discussions and independent analysis of financial and operational matters.
All new directors go through an extensive orientation and engage in continuing education on relevant topics, such as environmental issues relating to tailings management, water usage and greenhouse gas emissions trading and other specific accounting matters.
Five of our current directors hold an ICD.D designation from the Institute of Corporate Directors.
To ensure that directors' compensation is aligned with shareholder interests, each non-executive director is required to hold a significant value of COS shares. The CGC committee directly retains an external national human resource consulting firm to gain insight into best practices and assist them in providing market data and analysis when determining Board member compensation.
To view COS' Majority Voting policy for our Board of Directors, click here.
To view COS' Executive Compensation Clawback policy, click here.
For more information, please see our Management Proxy Circular dated March 18, 2013.