Corporate Governance
Corporate Governance Principles
Good corporate governance involves having appropriate processes and structures for decision making in place that will protect the interests of all stakeholders. The stakeholders’ trust is developed by having governance systems and programs in place that promote ethics and integrity and make communication as transparent as possible. At CML HealthCare Inc. (the "Company"), we are committed to sound corporate governance.
The Board of Directors of the Company (the “Board”) believes that sound corporate governance practices are in the best interest of all shareholders, and contribute to prudent and effective decision making by both the Board and management. The Board supports thorough and effective corporate governance standards and is committed to delivering value to all shareholders by assuming explicit responsibility for the stewardship of the Company.
Board of Directors
Patrice E. Merrin
Toronto, Ontario, Canada
Director since March 27, 2008
Patrice Merrin, was elected Chairman of the Board in March 2011. Ms. Merrin is an independent consultant and director, is President and CEO of Patrice Merrin and Partners. She is a former President, CEO and director of Luscar Ltd., Canada’s largest producer of thermal coal, and was Executive Vice-President and COO of Sherritt International Corporation from 1999 to 2004. In January 2012, Ms. Merrin was appointed by the Ontario Ministry of Health and Long-Term Care to the volunteer board of Ornge, a not-for-profit organization coordinating all aspects of Ontario's air ambulance system. She is a also a director of the Climate Change and Emissions Management Corporation. She holds a BA from Queen’s University and completed the Advanced Management Programme at INSEAD. Ms. Merrin is a member of the Compensation Committee.
Gery J. Barry
Hartford, CT, US
Director since August 12, 2009
Mr. Barry is President and CEO of Barry-Global Strategic Services, a firm offering expertise in health insurance and health care quality management. He most recently served as Chief Strategy Officer of Aetna, Inc. (NYSE: AET) a leading U.S. based provider of health care, dental, pharmacy, group life, and disability insurance, and employee benefits. Prior to Aetna, Mr. Barry was President and Chief Executive Officer of Blue Cross and Blue Shield of Louisiana. Prior thereto, Mr. Barry was President and Chief Executive Officer of Liberty Health (formerly Ontario Blue Cross). Mr. Barry currently serves on the Louisiana HealthCare Quality Forum Board of Directors, chairing the Quality Measurement Committee; and is a member of the Board of Directors of GroupWorks Inc (TSX-V: GWC). Mr. Barry holds a Bachelor of Science (Honors Mathematics) from the University of Notre Dame, and a Masters Degree (Applied Mathematics) from Rutgers University. He is a Fellow of the Society of Actuaries and a member of the American Academy of Actuaries. Mr. Barry is a member of the Nominating & Corporate Governance, and the Compensation Committees.
Steven W. Chepa
Caledon, Ontario, Canada
Director since 2004
Steven W. Chepa, CA, is the founder and President of Norstone Financial Corporation. Mr. Chepa graduated from McMaster University with a BComm. Prior to the establishment of Norstone Financial Corporation in 1993, Mr. Chepa was the co-founder and President and Chief Executive Officer of Disys Corporation from 1974 to 1993. Mr. Chepa is a former director of Glendale Corporation, BIOSCRIPT Inc. and Cipher Pharmaceuticals, as well as a number of privately-owned corporations. Mr. Chepa is a former Governor of Holy Trinity School. He is now Chairman of the World Academy of Rusyn Culture, a member of the Canadian Institute of Chartered Accountants and a life member of the Instate of Chartered Accountants of Ontario. Mr. Chepa has extensive operating experience with respect to finance, marketing, production processes, and day-to-day management issues. Mr. Chepa is a member of the Nominating & Corporate Governance and the Audit Committees.
Dr. Joseph Fairbrother
Oakville, Ontario, Canada
Director since May 24, 2007
Dr. Joseph Fairbrother, BM, FRCP (C), currently serves as Corporate Chief and Medical Director of Diagnostic Imaging at the William Osler Health Centre in Brampton, Ontario, one of Ontario’s largest hospitals with campuses in Brampton and Etobicoke, where he has been instrumental in identifying and procuring new equipment and technologies. He is also a member of the Ontario Ministry of Health and Long Term Care’s Expert Panel CT and MRI Wait Times Strategy. Prior to joining the William Osler Health Centre, Dr. Fairbrother practiced at Hamilton Health Services for more than 16 years, serving in a number of progressive senior positions including: Staff Radiologist, Director of MR Services and Medical Director of the Department of Diagnostic Imaging and Nuclear Medicine, Chair of the Capital Equipment Review Committee, and member of several other advising committees. He was formerly Assistant Clinical Professor of Radiology at McMaster University, Faculty of Health Sciences, Hamilton, Ontario. Dr. Fairbrother holds a Bachelor of Medicine from the University of Southhampton Medical School, Hampshire, England, and completed his Residency in Diagnostic Radiology at the University of Toronto and is a Fellow of the Royal College of Physicians & Surgeons of Canada. Dr. Fairbrother is a member of the Ontario Medical Association, the Ontario Association of Radiologists, the Radiological Society of North America, the Canadian Medical Association and the Canadian Medical Protective Association. He has been a frequent speaker at international healthcare and medical conferences. Mr. Fairbrother is a member of the Nominating & Corporate Governance, and the Compensation Committees.
Robert P. Fisher Jr.
Scarsdale, New York, USA
Director since May 6, 2010
Robert P. Fisher Jr. has been the President of George F. Fisher, Inc., a private investment company that manages a portfolio of public and private investments, since 2002. Prior to that time, Mr. Fisher held various positions with Goldman, Sachs & Co. in New York, eventually serving as Managing Director and head of its Canadian Corporate Finance and Canadian Investment Banking units for eight years. In his total 19 years at Goldman Sachs, Mr. Fisher was responsible for, among other things, managing a group of investment banking professionals dedicated to servicing Goldman Sachs' Canadian corporate clients. Mr. Fisher has been involved in numerous initial public offerings of equity and debt securities, mergers and acquisitions, privatizations and financial recapitalizations for U.S., Canadian and international corporations and government agencies. Mr. Fisher was the only U.S. investment banker invited by the Ontario Securities Commission to serve on an advisory panel to establish the Canada/U.S. Multi-Jurisdictional Disclosure System. Mr. Fisher is also the Founder and President of Fields for Kids, Inc., a non-profit organization dedicated to fundraising, consulting and advocacy for soccer and athletic field development in the New York area. Mr. Fisher holds a Bachelor of Arts in Economics and History from Dartmouth College and a Masters Degree of Arts in Law and Diplomacy from The Fletcher School at Tufts University. Mr. Fisher is a member of the Compensation, the Audit, and the Nominating & Corporate Governance Committees.
Dr. John D. Mull
King City, Ontario, Canada
Director since February 19, 2004
John D. Mull, MD, FRCP (C), is the founder of CML, and holds the title of Founding Chairman of the Board of the Company. He is a member of the College of Physicians and Surgeons of Ontario. Dr. Mull is a 1957 graduate of the Faculty of Medicine, University of Toronto. He completed his training in Anatomic and Clinical Pathology at the University of Michigan, and is certified in Pathology by the Royal College of Physicians and Surgeons and in Anatomic and Clinical Pathology by the American College of Physicians and Surgeons. Dr. Mull engaged in research that led to the publication of 15 papers in various medical journals. He returned to Canada in 1965 where he obtained his FRCP (C) in pathology and joined the staff at Norfolk General Hospital (Simcoe), West Haldimand Hospital (Hagersville), and the Tillsonburg District Memorial Hospital. Since founding CML, Dr. Mull provided daily leadership and played an active role in the technical and service aspects of CML HealthCare until his retirement as Chief Executive Officer on August 8, 2006. Dr. Mull also serves as a director of Cipher Pharmaceuticals Inc.
Stephen R. Wiseman
Dundas, Ontario, Canada
Director since May 17, 2005
Stephen R. Wiseman, CA, is a senior Partner with Taylor Leibow LLP, Chartered Accountants, Hamilton, Ontario, and is a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of Ontario. Mr. Wiseman also holds a CMA designation from the Society of Management Accountants, and a CFE designation from the Association of Certified Fraud Examiners. Mr. Wiseman graduated from the University of Ottawa with both a BComm and an MA (Economics), and from McMaster University with an MBA. Mr. Wiseman was CML’s auditor prior to CML going public in 1996, and was involved with CML as both financial and business advisor during CML’s growth period leading up to its initial public offering. Mr. Wiseman is a member of the Audit Committee.
Board Mandate
Pursuant to the Company's Declaration of Trust, the Board, either directly or through its committees, supervises the activities and manages the investments and affairs of the Company.
The duties and responsibilities of the Board are set out in the Charter of the Directors of the Company.
Board Committees
a) Audit Committee
The Compapny has an Audit Committee that is responsible for the oversight and supervision of accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, and the integrity of financial statements. The Audit Committee is also responsible for overseeing the work of the Company's external auditor. Additional information relating to the Audit Committee can be found under the heading “Information Concerning the Fund—Audit Committee” in the Fund’s Annual Information Form.
Members: Stephen R. Wiseman, Steven W. Chepa, Joseph Fairbrother, and Robert Fisher Jr., each of whom is “independent” and “financially literate” under Multilateral Instrument 52-110—Audit Committees of the Canadian Securities Administrators.
b) Nominating and Corporate Governance Committee
The Company has a Nominating and Corporate Governance Committee that is responsible for developing the Company’s approach to governance issues, making recommendations to the Board of Directors with respect to the nomination of Directors and overseeing the periodic review of the composition and effectiveness of the Board and the contributions of individual Directors.
Members: Steven W. Chepa, Gery J. Barry, Joseph Fairbrother, and Robert Fisher Jr.
c) Executive Compensation Committee
The Company has a Compensation Committee to assist the Board in its oversight of executive and Director compensation, including the following:
- reviewing and making recommendations to the Board with respect to compensation of the Chief Executive Officer;
- recommending to the Board of Directors non-Chief Executive Officer compensation, incentive based plans, and equity-based plans; and
- reviewing compensation disclosure in public documents, including the Compensation Committee’s annual report on executive compensation for inclusion in the Company’s information (proxy) circular, in accordance with applicable rules and regulations.
Members: Patrice Merrin, Joseph Fairbrother, Robert Fisher Jr., and Gery J. Barry.
d) Innovation and Quality Committee
The Company has an Innovation and Quality Committee is responsible for providing oversight of, and counsel on, matters relating to technology and innovation, acting as a liaison between the Board of Directors and management with respect to activities relating to new growth opportunities and the quality of the organization's products and services, while enhancing the directors' understanding of the current strategic direction CML.
Members: Joseph Fairbrother and Gery J. Barry.
Disclosure Policy
The Company’s Disclosure Policy has been developed to promote consistent disclosure practices aimed at informative, timely, and broadly disseminated disclosure of material information to the market in accordance with all applicable legal, regulatory, and stock exchange requirements. It applies throughout the CML organization, including directors, officers, and employees of the Company, and subsidiaries thereof ("Company Personnel").
Code of Ethics
The Company has a strong commitment to conducting business in a lawful and ethical manner. The Board has adopted a written Code of Business Conduct and Ethics (the “Code”), which sets out basic principles to guide all Company Personnel, who must conduct themselves in accordance with the Code and seek to avoid even the appearance of improper behaviour.
The Code describes confidential reporting procedures that may be used by Company Personnel to communicate good faith concerns about any violation of the Code or related policies and guidelines directly to the Chair of the Nominating and Corporate Governance Committee. The Chair maintains a log of all reports that are received, tracking their receipt, investigation, and resolution.
The Code and the Charter of the Directors, as well as a number of other policies implemented by the Company, including insider trading and whistle-blowing policies, serve to promote and encourage a culture of ethical business conduct within the Company.
A copy of the Code may be obtained by contacting Rebecca Waddell, VP, Human Resources, at 905.565.0043 (Ext. 3376).
