BAYLIN TECHNOLOGIES INC.
Board of Directors
This mandate (the “Mandate”) sets out the composition, role and responsibilities, and authority of the Board of Directors (the “Board”) of Baylin Technologies Inc. (the “Company”). The Board is responsible for the stewardship of the Company.
1.1 Independence. The Board will be comprised of a majority of independent directors. An independent director must be free of any relationship that could, in the Board’s view, reasonably interfere with the exercise of that director’s independent judgment. In addition, an independent director must meet the criteria for independence established by applicable laws and the rules of any stock exchange on which the Company's securities are listed, including section 3.1 of National Policy 58-201 – Corporate Governance Guidelines.
1.2 Chair of the Board. The Chair of the Board (the “Chair”) will be appointed by the Board, after considering the recommendation of the Corporate Governance and Compensation Committee, for such term as the Board may determine.
1.3 Lead Director. Where the Chair is not independent, the independent directors may select one of their number to be appointed lead director of the Board for such term as the independent directors may determine. The Chair or (if appointed) lead director will chair regular meetings of the independent directors and assume other responsibilities that the independent directors as a whole have designated.
Role and Responsibilities of the Board
2.1 Role of the Board. The Board is ultimately accountable and responsible for providing independent, effective leadership in supervising the management of the business and affairs of the Company. The Board is required to act honestly and in good faith with a view to the best interests of the Company, and each member of the Board must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
2.2 Responsibilities. The responsibilities of the Board include:
- adopting a strategic planning process;
- establishing an appropriate corporate culture, including due regard for environmental, social and governance issues;
- approving a mission statement setting out the intended objectives of the Company;
- dentifying risks and ensuring that procedures are in place for the appropriate management of risk;
- reviewing and approving annual operating and capital plans and budgets;
- appointing the Chief Executive Officer and other designated executive officers and monitoring their performance;
- planning for succession of the Board and of management;
- delegating responsibility as appropriate and approving guidelines for management;
- monitoring financial reporting and management;
- monitoring internal control and management information systems;
- monitoring corporate disclosure and communications, including adopting a Corporate Disclosure Policy;
- adopting measures for appropriate engagement with stakeholders;
- adopting corporate policies designed to ensure that the Company and its directors, officer and employees comply with applicable laws, rules and regulations and conduct their business ethically and with honesty and integrity;
- providing for the creation and maintenance of suitable records of Board proceedings; and
- addressing all other matters required by law.
3.1 Meetings. The Board will hold meeting at least quarterly, with additional meetings to be held depending on the state of the Company’s affairs and in light of opportunities or risks the Company faces. After each meeting of the Board, the directors will meet without management being present. In addition, separate meetings of the independent directors of the Board may be held at which members of management and the non-independent directors are not present.
3.2. Delegation of Day-To-Day Management. The Board will delegate responsibility for the day-to-day management of the Company’s business and affairs to the Chief Executive Officer on such terms as the Board may determine.
3.3 Delegation to Committees. Subject to applicable law, the Board may delegate to a committee of directors any of the powers of the Board.
Review of Mandate
The Corporate Governance and Compensation Committee will review and assess the adequacy of this Mandate annually and recommend any changes to the Board for its consideration.
May 11, 2022