Governance

Committee Charters

Charter of the Board of Directors 

of Yellow Media Limited

The Board of Directors of the Corporation (the “Board”) establishes the overall policies for the Corporation, monitors and evaluates the Corporation’s strategic direction, and retains plenary power for those functions not specifically delegated by it to its Committees or to management. Accordingly, consistent with the duties of directors pursuant to the Canada Business Corporations Act, the mandate of the Board is to supervise, the management of the business and affairs of the Corporation with a view to its best interests, and in determining whether it is doing so, the Board may consider the interests of shareholders and other stakeholders. Management’s role is to conduct the day-to-day operations in a way that will meet this objective.

From time to time, the Board may formally adopt and review mandates for its Committees and may, in addition, delegate certain tasks to its Committees. However, such mandates and delegation of tasks do not relieve the Board of its overall responsibilities.

Consult the full document:  Charter of the Board of Directors pdf - 45.5 KB

Approved by the Board of the Corporation on December 20, 2012.
Last revision: November 5, 2013.

 

 

Charter of the Audit Committee 

of the Board of Directors of Yellow Media Limited

The primary responsibility for the financial reporting and disclosure controls and procedures, accounting systems and internal controls over financial reporting of Yellow Media Limited (the “Corporation”) is vested in senior management and is overseen by the board of directors (the “Board”). The Committee is a standing committee of the Board established to assist the Board in fulfilling its responsibilities in this regard.

Consult the full document:  Charter of the Audit Committee pdf - 141.3 KB

Approved by the Board of the Corporation on December 20, 2012.
Last revision: November 5, 2013.

 

 

Charter of the HR and Compensation Committee

of the Board of Directors of Yellow Media Limited

The Committee is responsible for assisting the Board of Directors of the Corporation (the “Board”) in discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning.

The Committee shall have unrestricted access to the Corporation's personnel and documents and will be provided with the resources necessary to carry out its responsibilities. The Committee may engage outside advisors at the expense of the Corporation in order to assist the Committee in the performance of its duties and set and pay the compensation for such advisors.

Consult the full document:  Charter of the Human Resources and Compensation Committee pdf - 38.6 KB

Approved by the Board of the Corporation on December 20, 2012.
Last revision: November 5, 2013.

 

 

Charter of the Corporate Governance and Nomination Committee 

of the Board of Directors of Yellow Media Limited

The Corporate Governance and Nominating Committee (the “Committee”) assists the Corporation in (i) developing the Corporation's approach to corporate governance issues that are consistent with high standards of corporate governance, (ii) identifying and recommending new Board nominees and director nominees for each committee of the Board (except where, in respect of any special committee established by the Board, the director nominees for such committee are recommended by the Board as a whole), (iii) assessing the effectiveness of the Board and its committees as a whole and the contribution of individual members, and (iv) overseeing orientation and continuing education programs for Directors.

Consult the full document:  Charter of the Corporate Governance and Nomination Committee pdf - 47.2 KB

Approved by the Board of Directors of the Corporation on December 20, 2012.
Last revision: November 5, 2013.