Interested Person Transactions Policy
The Company’s Interested Person Transactions Policy sets out the detailed procedures for the review and approval of material or significant interested person transactions (“IPT”).
To protect the interests of the Company and its Shareholders, the Board adopts the following principles in its handling of IPTs:
- the Directors will not vote on matters which involve an IPT where a conflict of interest may arise;
- any IPTs must be conducted on fairly and on a third party arm’s length basis; and
- any fee payments made must be market-based and approved by a majority of the Independent Directors.
Any interested person of the Company is required to promptly notify the Board of any material interest that such person had, has or may have in an IPT. The notice shall include a description of the transaction and the aggregate dollar amount. Following the receipt of such notification of material interest, the Board will carry out a thorough review of the IPT and shall be responsible for the approval or ratification of the IPT.
In determining whether to approve, ratify, disapprove or reject an IPT, the Board will take into account, among other factors it deems appropriate, whether the IPT is entered into on terms no less favourable to the Company than terms generally available to an unaffiliated third-party under the same or similar circumstances; the results of an appraisal, if any; whether there was a bidding process and the results thereof; review of the valuation methodology used and alternative approaches to valuation of the transaction; and the extent of the interested person’s interest in the transaction.
In the event the Company becomes aware of an IPT with an interested person that has not been approved prior to its consummation, the matter will be reviewed by the Board, which will consider all of the relevant facts and circumstances regarding the IPT, and shall evaluate all options available to the Company, including ratification, revision or termination of the IPT. The Board shall also examine the facts and circumstances pertaining to the failure of reporting such IPT to the Board and take any such action as may be appropriate.