BAYLIN TECHNOLOGIES INC.
Corporate Governance and Compensation Committee
This mandate (the “Mandate”) sets out the purpose, composition, responsibilities and authority of the Corporate Governance and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Baylin Technologies Inc. (the “Company”).
Purpose. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:
- the establishment of key human resources and compensation policies, including all incentive and equity-based compensation plans;
- the performance evaluation of the Chief Executive Officer and the Chief Financial Officer, and consideration of the compensation for the Chief Executive Officer, the Chief Financial Officer and other senior management of the Company;
- succession planning, including the appointment, training and evaluation of senior management;
- overseeing the compensation of directors;
- developing corporate governance policies, guidelines and principles for the Company;
- identifying individuals qualified to be nominated as members of the Board;
- the structure and composition of Board committees; and
- evaluating the performance and effectiveness of the Board and its members.
Composition and Membership
2.1 Members. The Board (other than (if applicable) the Chief Executive Officer, who may not participate in the selection or appointment of members (the “Members”) of the Committee) will appoint the Members. The Members will hold office until their successors are appointed. The Board may remove a Member at any time and may fill any vacancy occurring on the Committee. A Member may resign at any time and a Member will automatically cease to be a Member on ceasing to be a director.
2.2 Independence. The Committee will be comprised of at least three directors. Each Member must be free of any relationship that could, in the Board’s view, reasonably interfere with the exercise of a Member's independent judgment. In addition, a majority of the Members 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 1.4 of National Instrument 52-110 - Audit Committees.
2.3 Familiarity with Duties. Each Member must have a working familiarity with corporate governance, human resources and compensation matters.
2.4 Chair and Secretary. The Board will appoint one of the Members (who must be independent) to act as the chair of the Committee (the “Chair”). The corporate secretary of the Company (the “Secretary”) will act as secretary of all meetings and will maintain minutes of meetings and deliberations of the Committee. If the Secretary is not in attendance at any meeting, the Committee will appoint another person who may, but need not, be a Member to act as the secretary of that meeting.
3.1 Holding of Meetings. The Committee will hold its meetings at such times and places as the Chair may determine, but in any event at least three times in any year (and more frequently if circumstances require). Members may attend meetings in person or by videoconference or telephone.
3.2 Chair of Meetings. The Chair (if present) will act as the chair of meetings of the Committee. If the Chair is not present at a meeting, the Members in attendance may select one of their number to act as chair of the meeting.
3.3 Quorum and Voting. A majority of Members will constitute a quorum for a meeting of the Committee. Each Member will have one vote and decisions of the Committee will be made by an affirmative vote of the majority. The Chair will not have a deciding or casting vote in the case of an equality of votes. The Committee may also exercise its powers by written resolution signed by all the Members.
3.4 Guests. The Committee may require any person (including officers and employees of the Company) as it sees fit to attend its meetings, to report to the Committee and to take part in the discussion and consideration of the affairs of the Committee.
3.5 In Camera Meetings. The Committee should meet in camera without members of management in attendance for part of each meeting.
3.6 Meeting Agenda. In advance of each regular meeting of the Committee, the Chair, with the assistance of the Secretary, will prepare and distribute to the Members and others (as deemed appropriate by the Chair) an agenda of matters to be addressed at the meeting, together with appropriate briefing materials. The Committee may require officers and employees of the Company to produce such information and reports as the Committee may deem appropriate in order for it to fulfill its duties.
Duties and Responsibilities
The Committee will have the following duties and responsibilities.
4.1 Performance Goals and Objectives. Review annually the performance goals and objectives relevant to the compensation of the Chief Executive Officer, Chief Financial Officer and senior management of the Company, evaluating the Chief Executive Officer's, Chief Financial Officer's and senior management’s performance in light of those goals and objectives and, in the Committee's discretion, recommend any changes to the Board for its consideration.
4.2 Evaluation of Performance. Evaluate annually the performance of the Chief Executive Officer, Chief Financial Officer and senior management in light of pre-established performance goals and objectives and report its conclusions to the Board.
4.3 Executive Officer Compensation. Review annually the compensation of the Chief Executive Officer, Chief Financial Officer and the other named executive officers and, in the Committee's discretion, recommend any changes to the Board for its consideration.
4.4 Senior Management Compensation. Review annually the Chief Executive Officer's recommendations for compensation of senior management and, in the Committee's discretion, recommend any changes to the Board for its consideration.
4.5 Compensation Policies. Develop the Company's compensation philosophy and ensure compensation policies for the Chief Executive Officer, Chief Financial Officer, senior management and directors:
- properly reflect their respective duties and responsibilities;
- are competitive in attracting, retaining and motivating people of the highest quality;
- align the interests of the Chief Executive Officer, Chief Financial Officer, senior management and directors with shareholders and the Company as a whole;
- are based on established corporate and individual performance objectives; and
- are clearly distinguishable between each other, that is, the structure of non-executive directors' compensation should be distinguishable from that of executive directors and senior management.
4.6 Directors' Compensation. Review annually directors' compensation and, in the Committee's discretion, recommend any changes to the Board for consideration.
4.7 Corporate Governance Matters.
- Monitor compliance with the Company’s principal corporate governance policies.
- Review annually the mandate of the Board, position descriptions for the Chair of the Board, chairs of the committees of the Board, lead director and Chief Executive Officer, committee mandates (where applicable, with the Audit Committee) and principal corporate policies and, in the Committee's discretion, recommend any changes to the Board for its consideration.
- Annually (i) review and assess the size, composition and operation of the Board to ensure effective decision making and (ii) review and assess the size, composition and operation of the committees of the Board.
- Recommend annually to the Board the composition of membership of committees of the Board and (if applicable) the Member to be the lead director.
4.8 Code of Business Conduct and Ethics.
- Recommend annually to the Board any significant changes to the Company’s Code of Business Conduct and Ethics (the “Code”), monitor compliance with the Code and ensure that management has established a system to enforce the Code, review the appropriateness of actions taken to ensure compliance with the Code and review the results of confirmations and violations of the Code.
- Support the Audit Committee (which has principal responsibility for the following) to oversee procedures in the Code for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
- Approve any waiver from compliance with the Code for directors and executive officers, promptly report any such waiver to the Board, and ensure appropriate disclosure of any such waiver.
4.9 Matters Relating to Directors.
- Consider what competencies and skills the Board, as a whole, should possess.
- Assess what competencies and skills each existing director possesses.
- Recommend to the Board the necessary and desirable competencies of directors.
- Identify and review candidates for appointment or nomination to the Board based on an assessment of their independence, skills, qualifications and experience, taking into account the competencies and skills necessary for the Board, the competencies and skills of existing directors, as well as the time a new nominee can devote to the Board, and make recommendations to the Board for its consideration.
- Establish a program and procedure for onboarding of new directors.
- Periodically conduct, review and report to the Board on the results of an assessment of the Board's performance and effectiveness.
4.10 Governance and Compensation Disclosure. Review all annual corporate governance and executive compensation disclosure before it is publicly released.
4.11 Succession Planning. Review annually the Company's succession plan for the Chief Executive Officer, Chief Financial Officer and senior management, including appointment, training and evaluation.
4.12 Risk Management. Identify and assess risks to the Company and its business (within the purview of this Mandate), including an assessment of management capabilities, a review of key positions within the Company and a recommendation of actions to the Board and (as applicable) the Chief Executive Officer to mitigate risk.
4.13 Investigations. Direct and supervise the investigation into any matter brought to its attention and within the scope of this Mandate.
4.14 Other Duties. Perform such other duties as may be assigned to the Committee by the Board or as may be required by applicable regulatory authorities or legislation.
The Chair will report to the Board at each Board meeting on the Committee's activities since the last Board meeting. The Secretary will generally circulate the minutes of each meeting of the Committee to the members of the Board, but the Committee will be entitled in its discretion to limit circulation of sensitive human resources information.
Access to Information and Authority
6.1 Access to Information. The Committee will be entitled to unrestricted access to all information regarding the Company and its business that is necessary or desirable to fulfill its duties and all directors, officers and employees will be directed to co-operate as requested by Members.
6.2 Authority. The Committee has the authority to retain, at the Company's expense, independent legal, financial, compensation and other consultants, advisors and experts, to assist the Committee in fulfilling its duties and responsibilities, including sole authority to retain and to approve any such firm's fees and other retention terms without prior approval of or notice to the Board.
6.3 Special Authority of Chair. In circumstances where it is not practicable for the Committee to meet or convene in a timely manner to consider any matter, and the matter is urgent, the Chair will be entitled to exercise (on behalf of the Committee) the authority of the Committee as set out in this Mandate. The Chair will advise the other Members of any authority exercised or other action taken as soon as practicable after exercising any such authority or taking any such action.
6.4 Extended Meaning of Company. References in this Mandate to the “Company” include (where the context requires) its subsidiaries.
Review of Mandate.
The Committee will review and assess the adequacy of this Mandate annually and recommend any changes to the Board for its consideration.
May 11, 2022
 The Board should be considered as a group, with each individual director making his or her own contribution. The Committee should also pay attention to the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.