The principal mandate of the Corporation's Board of Directors is to oversee the management of the business and affairs of the Corporation, and monitor the performance of management. The Board assumes responsibility for the stewardship of the Corporation and, as part of the overall stewardship, assumes responsibility for selecting its Chairman, appointing Board committees and determining directors' compensation.
The Board oversees the development and approval of the mission of the Corporation, its goals and objectives, and the strategy by which these objectives will be reached. The Board is also responsible for approval and appointment of senior officers of the Corporation and the evaluation of their individual performance.
Other responsibilities include ensuring the timely and effective communication with the Corporation's security holders, other stakeholders and the public in general, as well as the integrity of corporate control and management information systems.
Savanna's Board is composed of six members, one of whom is not independent: Ken Mullen, President and Chief Executive Officer. In addition, the Board annually appoints members to the following Board committees: Audit Committee; Compensation Committee; Corporate Governance and Nomination Committee; and Health, Safety and Environment Committee. All members of the Committees are independent within the meaning set forth in National Instrument 52.110.
The Audit Committee's mandate includes the review and recommendation for approval by the Board, the annual and quarterly financial statements, news releases and all financial information in any prospectus, offering memorandum, annual information form, MD&A or annual report of the Corporation. In addition, the Audit Committee is to review and make recommendations with respect to information and control systems of the Corporation; and provide oversight in respect of risk management policies and practices. The Committee is also responsible for reviewing, reporting and recommending to the Board the appointment, terms of engagement, compensation, audit plan and provision of non-audit services of the Corporation's independent external auditor.
Governance and Nomination Committee
The responsibilities of the Corporate Governance and Nomination Committee include the oversight of the Corporation's approach to corporate governance and the constitution of the Board and its committee. The Corporate Governance and Nomination Committee is also responsible for the periodic assessment of the effectiveness of the Board as a whole and its committees, along with the contributions of individual members.
The Compensation Committee has the responsibility to assess, monitor and make recommendations regarding compensation of senior officers and directors of the Corporation. The Compensation Committee is also responsible for the periodic review of senior officer performance, including that of the Chief Executive Officer, and succession planning.
Further information, including the mandate of the Board, the Corporation's disclosure of Corporate Governance, the report of the Compensation Committee on Executive Compensation and the mandate of the Audit Committee can be found in the Information Circular and Annual Information Form of the Corporation available on www.sedar.com.
The HSE Committee will assist the Board in fulfilling its responsibilities with respect to health, safety and environment matters. Specifically the committee will review the Corporation's internal control systems in the areas of health, safety and environment, as well as the strategies and policies related thereunto; monitor the Corporations existing health, safety and environment practices and procedures for compliance with applicable legislation and conformity with industry standards; assist in establishing appropriate policies and procedures for the Corporation, and maintaining management systems to implement such policies and monitor the compliance of the same.