The Board is responsible for managing KPT. Each director has a duty to act with a view to the best interests of KPT. It is expected that the Board will meet four times annually.
The Board’s mandate includes specific duties and key responsibilities such as Board organization, selection, retention and succession, strategic oversight, risk evaluation, financial matters and internal controls, disclosure to shareholders and others, policies and procedures, and monitoring and oversight. In performing many of these duties and responsibilities, it will rely on the services provided by Kruger Products Inc. pursuant to an Administration Agreement between the parties.
The Board fulfills its duties by acting honestly and in good faith with a view to the best interests of KPT and by making decisions that set the tone, character and strategic direction for KPT. It also ensures that Kruger Products Inc. carries out its responsibilities under the Administration Agreement.
Despite the role played by Kruger Products Inc. as Administrator under the Administration Agreement, the directors of the Board will retain the performance of certain responsibilities, including, among others, any decision to submit to the shareholders a question or matter requiring the approval of the shareholders, the filling of a vacancy among the directors, the manner and the terms of the issuance of securities, the declaration of dividends, the purchase, redemption or any other form of acquisition of shares issued by KP Tissue, the approval of a management proxy circular, the approval of any take-over bid circular or directors’ circular, the approval of the financial statements of the KP Tissue, and the adoption, amendment or repeal of by-laws of KPT. These are matters that are prescribed by law or significant to KP Tissue as a whole because of their strategic, financial or reputational implications or consequences.
In light of KPT’s structure, the role and functions of the Administrator and the fact that KPT will not remunerate any senior executives or officers and does not have any employees, KP Tissue does not currently have nor does it intend to establish a governance or compensation committee. There will be, however, a governance committee and a compensation committee at the level of the General Partner of Kruger Products Inc..
To the extent applicable or necessary, all questions or disputes relating to the remuneration of the Administrator and the enforcement and interpretation of the Administration Agreement will be addressed by the Board or, to the extent necessary under the Canada Business Corporations Act, by the independent members of the Board. Finally, given the limited nature and scope of KPT’s operations, KPT’s Board and individual directors are not regularly assessed with respect to their effectiveness and contribution. KPT's will rely on the individual experience, competence and expertise, written mandate of the Board and of the KP Tissue Audit Committee, and informal assessments in gauging a director’s effectiveness and contribution in light of the needs of the KP Tissue Board and KPT.
Click to view KP Tissue Inc. Board Mandate
Click to view Kruger Products Inc. Board Mandate