The Board of Directors of KP Tissue Inc. are elected annually and, unless re-elected, retire from office at the next annual general meeting of shareholders.
The KP Tissue Inc. Board (the “Board”) consists of four directors of whom Michel Letellier, James Hardy and Michael Korenberg are considered “independent” as defined in National Instrument 52-110 – Audit Committees. Under NI 52-110, an “independent” director is one who is free from any direct or indirect relationship, which could, in the view of the Board, be reasonably expected to interfere with a director’s independent judgment. David Spraley is deemed not independent because he is Executive Vice President and Chief Operating Officer of Kruger and was nominated for election to the Board by Kruger, which indirectly owns 84.3% of KPLP.
Certain members of the Board are also members of the board of other public companies (see biographies of Board members).
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 KPLP 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 KPLP carries out its responsibilities under the Administration Agreement.
Despite the role played by KPLP 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 KPLP.
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 KPGP Inc. Board Mandate
The Chair of the Board
The Chair of the Board is Michael Korenberg, an independent director. The principal responsibility of Chair of the Board is to lead and manage the Board, ensuring that it discharges its legal and regulatory duties effectively and fully. The Board has adopted a formal mandate for the Chair of the Board, which sets out the Chair’s key responsibilities, including duties relating to setting Board meeting agendas, chairing Board and shareholder meetings, director development and communicating with shareholders and regulators.
While there will be an appointed chief executive officer of KPT, the vast majority of tasks and responsibilities ordinarily carried out by a chief executive officer will in fact be carried out by KPLP as the Administrator under the Administration Agreement.
Orientation and Continuing Education
The Board will ensure that prospective candidates for Board membership understand the roles of the Board and its committees and the contribution that individual directors are expected to make.
KPT and its Board recognize the importance of ensuring quality motivation and up-to-date information for directors through ongoing education and the need for KPT and each director to take responsibility for this process. To optimize the ability of the directors to understand their role and responsibilities within KPT and to maintain and improve their knowledge and understanding of KPT’s business, ongoing development efforts form part of the Board’s mandate. Through its assessment and evaluation tools, KPT canvasses the directors to determine their training and education needs and interests. In addition to the ongoing development of directors, procedures will also be put in place to ensure that the Board is kept up to date, and to facilitate timely and efficient access to all information necessary to carry out its duties. The directors will receive a comprehensive package of documentation several days in advance in preparation for meetings of the Board and its committees, regular updates between Board meetings on matters that affect its business and reports from the Audit Committee on their work at their previous committee meeting.
Code of Ethics
The Board has adopted a Code of Ethics and Business Conduct (the “Code”), which will be applicable to its directors, all of whom will be required to provide an annual
acknowledgement that they have received a copy of the Code and will comply with its terms.
Click to view KP Tissue Inc. Code of Business Conduct and Ethics
NI 52-110 which sets out requirements concerning the composition and responsibilities of an issuer’s audit committee, and concerning an issuer’s reporting obligations with respect to audit related matters. The audit committee (the “Audit Committee”) is composed of Michel Letellier, James Hardy and Michael Korenberg, each of whom is financially literate and independent within the meaning of NI 52-110.
The Board has adopted a written charter for the Audit Committee (the “Charter of the Audit Committee”) which sets out the Audit Committee’s responsibility in reviewing the financial statements of KPT and public disclosure documents containing financial information and reporting on such review to the Board, ensuring that adequate procedures are in place for the review of KPT’s public disclosure documents that contain financial information, overseeing the work and review the independence of the external auditors and reviewing, evaluating and approving KP Tissue’s internal control procedures. There is also an audit committee in place at the level of the general partner of KPLP.
Click to view KP Tissue Inc. Audit Committee Charter
Click to view KPGP Inc. Audit Committee Charter
The Board has a nominating committee composed of three directors, Michel Letellier, James Hardy and Michael Korenberg, being the three independent directors of KPT. The principal role of the Nominating Committee is to identify individuals qualified to become members of the Board and its committees and recommend that the Board select such persons as nominees for election or appointment to the Board. In fulfilling its responsibilities to identify individuals qualified to become members of the Board, the committee will consider: (i) the independence of each nominee; (ii) the experience and background of each nominee; (iii) the skill set of each nominee relative to the balance of skills required by the Board and its committees to meet their respective mandates; (iv) the past performance of directors being considered for re-election; (v) applicable regulatory requirements; and (vi) such other criteria as may be established by the Board or the Nominating Committee from time to time.
Click to view KP Tissue Inc. Nominating Committee Charter