Governance

ActiveCore Technologies strives to maintain the highest standards of corporate governance, with a focus on a strong and diligent Board of Directors and transparency for shareholders. ActiveCore Technologies. (the “Corporation”) has solid governance and disclosure practices, a commitment to continuously improve those practices, and an ethical corporate culture. 

The Board of Directors

The Board of Directors is responsible for the oversight of the management of the Corporation's business and affairs. The Board has the statutory authority and obligation to protect and enhance the value of the Corporation, in the interest of all shareholders. Members of the Board of Directors, along with management and employees, believe that good corporate governance contributes to the creation of shareholder value.

Composition and Independence of the Board

The Board is composed of seven directors.  All but one of the current Directors are “unrelated” under the Toronto Stock Exchange (TSX) Corporate Governance Guidelines and “independent” under National Instrument 58-101. Mr. Peter Farmer, the President and Chief Executive Officer of Denison, is not unrelated or independent.

The Board has separated the roles of Chairman and Chief Executive Officer. Our Chairman, Mr. Little, who has been a director of the Corporation since March 2004 (Mr. Little became a director of Denison Energy in 1997), is not a member of management. The Board believes sufficient processes are in place to enable it to function independently of management.  The Board has access to information independent of management through the Corporation’s auditors, PricewaterhouseCoopers LLP.  The Audit Committee, the Corporate Governance Committee and the Compensation Advisory Committee regularly meet in the absence of management.

The Corporation’s Statement of Corporate Governance Practices is appended to its most current Management Information Circular, which is available on this website.

Responsibilities of the Board of Directors

The Board of Directors oversees the management of Denison’s business and affairs, which is done through the day-to-day management of the Corporation by the President and Chief Executive Officer and the executive team. The principal duties of the Board of Directors include the following:

managing its own affairs, including planning its composition, selecting its chair, appointing committees and their chairs, establishing Board of Directors and committee procedures, and determining Director compensation;
determining the selection, retention, succession and compensation of senior management;
conducting an annual performance evaluation of the President and Chief Executive Officer and establishing a list of special objectives for the ensuing year;
reviewing and approving the mission of Denison’s business, its objectives and goals and the strategy for their achievement;
monitoring the Corporation's progress toward its goals, and taking action to fulfill those goals;
approving and monitoring compliance with all significant policies and procedures by which the Corporation is operated;
 reviewing and approving the financial statements, business plan and budget of the Corporation;
overseeing the accurate and timely reporting to shareholders and regulators of the Corporation's performance, financial statements and significant developments; and
overseeing the accurate and timely reporting to shareholders and regulators of the Corporation's performance, financial statements and significant developments; and
approving any significant new venture that is outside the Corporation's ordinary course of business and any significant expenditure not included in the annual budget approved by the Board of Directors.
Committees of the Board

The Board of Directors currently has the following four standing committees:

Audit Committee
Compensation Advisory Committee
Corporate Governance Committee
Health, Safety and Environment Committee
The Audit Committee, the Corporate Governance Committee and the Compensation Advisory Committee are each comprised entirely of unrelated directors.  The Health, Safety and Environment Committee is composed of two directors, one of whom is unrelated.

Audit Committee

The current Audit Committee has three independent members, all of whom comply with the requirements of National Instrument 52-110.  The Corporation’s Audit Committee Mandate and Charter is appended to its current Annual Information Form, which is available on this website.

The Audit Committee is responsible for the following:

(a) the integrity of the Corporation’s financial statements, Management’s Discussion and Analysis (“MD&A”) and other financial reporting;
(b) the integrity of the Corporation’s internal control and management information systems;
(c) the Corporation’s compliance with all applicable laws, rules, regulations, policies and other requirements of governments, regulatory agencies and stock exchanges relating to financial disclosure;
(d) the auditor’s qualifications and activities;
(e) communication among the auditor, management and the Board; and
(f) such other matters as are determined by the Board from time to time.

The Audit Committee meets regularly with the external auditors of the Corporation with management and separately.

Corporate Governance Committee

The current Corporate Governance Committee has two independent directors and is responsible for developing the Corporation's approach to corporate governance and for ensuring the continuing effectiveness of the Board and its various committees.   The Corporate Governance Committee regularly reviews the Corporation’s Statement of Corporate Governance Practices and reports on issues to the Board.  The Corporate Governance Committee is currently reviewing the new guidelines of National Instrument 58-101 and will make recommendations as to best practices in this regard to the Board this year.

The Corporate Governance Committee is also responsible for making recommendations as to new Board nominees and assessing the effectiveness of the Board as a whole, the committees of the Board and the contributions of individual Directors on an on-going basis.

Compensation Advisory Committee

The current Compensation Advisory Committee is composed of two members.  Its roles and responsibilities include reviewing management development and staffing plans and compensation and benefit plans.  In addition, the Committee is responsible for reviewing the annual performance of the Company’s Chief Executive Officer and Vice-Presidents.  The Committee also reviews and recommends stock option grants and reviews and recommends Director and Officer compensation.

Health, Safety and Environment Committee

The newly formed Health, Safety and Environment Committee is composed of two members.  Its responsibilities include reviewing the Corporation’s Environmental and Health and Safety Policy on an annual basis and reviewing the Corporation’s compliance with the same.