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ITEM
13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR
INDEPENDENCE
Transactions with Related Persons
Interest of Informed Persons in Material Transactions
None of the persons who were directors or executive officers of the Company or a subsidiary of the
Company at any time during the Company’s last fiscal year, any person or company who beneficially owns, directly
or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and
outstanding common shares of the Company, nor any associate or affiliate of those persons, has any material
interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed
transaction which has materially affected or would materially affect the Company.
Indebtedness of Directors and Executive Officers
None of the current or former directors, executive officers of the Company, nor any associate or affiliate of
the foregoing persons, are or have been indebted to the Company since the beginning of the year ended
December 31, 2015.
Management Contracts
No management functions of the Company are, to any substantial degree, performed by a person or
company other than the directors or executive officers of the Company, in their roles as such.
Review, Approval or Ratification of Transactions with Related Persons
The Company’s written corporate governance policies generally discourage transactions involving a
potential conflict of interest. The NCG&C Committee is generally responsible for overseeing compliance with the
Company’s Corporate Governance Policies, which require that transactions that could reasonably be considered to
present a conflict of interest be reported to the NCG&C Committee. However, the Audit Committee is responsible
for overseeing compliance with the Code of Conduct contained in the Company’s Corporate Governance Policies.
Specifically, the Audit Committee is responsible for reviewing and overseeing any transaction or contract exceeding
or likely to exceed $120,000 involving the Company and a related party, including transactions subject to disclosure
under Item 404 of Regulation S-K. Generally, in reviewing such transactions, the Audit Committee considers the
relevant facts and circumstances available and deemed relevant to each determination.
There are no material interests, direct or indirect, of any other director nominee or any of the current
directors, executive officers, or any shareholder who beneficially owns, directly or indirectly, more than 5% of the
outstanding common shares, or immediate family members of such persons, in any transaction since January 1,
2015, or in any proposed transaction in which the amount involved exceeded $120,000.
Director Independence
The Board reviewed and determined independence under National Instrument 58-101 –
Disclosure of
Corporate Governance Practices
(“NI 58-101”) of each current director. In making its independence determination,
the Board considered the circumstances described below.
Based upon his position as an executive officer of the Company, the Board determined that Mr. Scott is not
independent. The Board has concluded that each of Messrs. Anderson, Burmeister, Grandey, Mooney, Schlauch and
Shonk are independent. As a result of these analyses, the Board has determined that the seven directors constitute a
Board consisting of a majority of independent directors, as required under NI 58-101.