Corporate Governance
Committed to Governance
Our commitment to strong and effective corporate governance practices is a natural
complement to our dedication to building Matrikon to last. We believe sound corporate
governance makes good business sense and effectively serves our shareholders’ interests
while enhancing sustainable shareholder value.
As governance practices continue to evolve, we periodically review, evaluate and enhance
our governance program. Some of the highlights of our program are described below.
Independence: All except one of our directors are independent, with all
committees composed entirely of independent directors. The independent directors meet
without management present during all in-person board and committee meetings.
| |
Director Since |
Independent |
Meeting Attendance |
Board Committees |
2009 Director Compensation |
Common Share Holdings |
| Hugh Bolton |
Mar 01 |
 |
100% |
 |
$105,000 |
102,947 |
| Kent Jespersen |
Mar 01 |
 |
94% |
 |
$70,000 |
87,877 |
| Robert Moore |
Mar 01 |
 |
100% |
 |
$45,000 |
142,600 |
| Michael Percy |
Mar 01 |
 |
89% |
 |
$45,000 |
38,269 |
| Janice Rennie |
Jan 03 |
 |
100% |
 |
$57,500 |
55,390 |
| Nizar J. Somji |
Mar 01 |
 |
100% |
- |
$nil |
10,632,355 |
| Eric Rosenfeld |
Jul 07 |
 |
100% |
 |
$45,000 |
5,158,769 |

Compensation & Governance

Audit Committee
Disclosure committee: In fiscal year 2006, we reviewed our disclosure policy.
As a result, our disclosure policy was modified based on best practices. A disclosure
committee was established to bring increased rigor to our review of public documents
and disclosure issues.
Alignment of director and shareholder interests: All board members are required
to hold a minimum of three times their annual director retainer in shares. All
board members exceed this requirement.
Continual evaluation: An annual evaluation is conducted to determine
whether the board and its committees are functioning effectively and to
consider recommendations to improve board effectiveness.
Strategic plan review and approval: To ensure that the board is fully informed
of the strategic issues and critical risks facing Matrikon, the board has one meeting
each year devoted to the review and approval of Matrikon’s strategic plan.
Additional governance material:
Charter of Expectations
Audit Committee Terms of Reference
Compensation & Governance Committee Terms of Reference
Board Compensation
Director Biographies
Compliance with Corporate Governance Practices
Please note: Information contained in the Investor section of Matrikon's web site was
accurate at the time of posting, but may have been superseded by subsequent disclosures.