Aston Hill Financial

Corporate Governance

Aston Hill’s Board of Directors continues to strive for excellence in their role of supervising the overall governance and management of the Company. The Directors are actively involved in approving all significant transactions and decisions that affect the Company and its subsidiaries. The Board continues to play an integral role in the Company’s strategic planning process, reviewing all material information with management, taking into account the risks and opportunities of the business. Of the six members of the Board, Eric Tremblay, Chief Executive Officer and Ben Cheng, President of Aston Hill Financial Ltd. are inside directors, while the remaining four directors are independent. All Directors have a proven track record in business management and provide strong support in accomplishing the Company’s mission and objectives. Each Director is required to hold a minimum number of shares to ensure that their interests are aligned with those of Company Shareholders. Disclosure of share ownership changes, if any, by each director is made annually in the Company’s Information Circular and Proxy Statement.

Three independent committees, detailed below, support the Board of Directors in their efforts for continuous disclosure and strong governance practices. Each committee is comprised of three independent directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgement as a member of the Committee. The members of each committee are elected by the Board of Directors following each Annual General Meeting.

Audit Committee ⁽²⁾

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities to oversee financial documents by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the system of internal controls regarding finance and accounting, as well as the auditing, accounting, and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation’s policies, procedures, and practices at all levels. The Committee’s primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements;
Review and appraise the performance of the Corporation’s external auditors; and
Provide open avenues of communications among the Corporation’s auditors, senior management, and the Board of Directors.

Charter of the Audit Committee

Conduct an audit planning meeting prior to the annual external audit of the Company;
Review and approve audit engagement letters, the audit plan, and fees;
Conduct a Committee meeting subsequent to the audit examination and review any significant findings;
Ensure the annual financial statements are presented fairly in accordance with generally accepted accounting principals and recommend approval to the Board;
Ensure the information contained in the Annual Report, Management Discussion and Analysis, and the Quarterly Consolidated Financial Statements is not significantly incomplete, misleading, or erroneous;
Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Corporation;
Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the auditors;
Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;
At each meeting, consult with the external auditors, without the presence of management, about the quality of the Corporation’s accounting principals, internal controls and the completeness and accuracy of the Corporation’s financial statements;
Review the adequacy of the financial reporting system and internal controls; and
Perform such additional activities within the scope of its responsibilities which the Board deems necessary.

Corporate Governance, Nomination and Compensation Committee ⁽¹⁾

The Corporate Governance Committee is responsible for ensuring that the interests of the Board and management are aligned with those of the Shareholders. The Committee is responsible for developing, maintaining and reviewing the overall governance principles of the Company and recommending any changes to these principles.

The primary responsibility of the Corporate Governance, Nomination and Compensation Committee is to assist the Board in all matters relating to Company policies and regulatory requirements associated with executive compensation. The Committee reviews compensation annually and makes its recommendation to the Board of Directors. The Committee recommends changes to the Board taking into consideration the time commitment, risks, and responsibilities of the directors and executive officers.

Charter of the Corporate Governance, Nomination and Compensation Committee

Develop a process to access the effectiveness of the Board and its members
Establish and periodically review the issue of compensation of Board members;
Review the Board composition and make recommendations for the replacement of retiring Board members or for required increases in Board size; and
Develop a process to ensure that new Board members receive appropriate orientation and have ongoing opportunities for knowledge development.
Development and regular review of the Code of Business Conduct and Conflict of Interest Policy and the Share Trading Policy.
Development and monitoring of the Company’s approach to corporate governance policies;
Annual review of organizational structure and succession planning matters, as well as the Company’s strategic planning process;
Annual review of areas of personal liability of Directors and ensuring reasonable protective measures are in place;
Ensuring that adequate policies and procedures are in place to allow the Company to meet all of its continuous disclosure requirements;
Ensuring that all members of the Board of Directors have been informed of, and are aware of, their duties and responsibilities as a Director of the Company;
Proposing changes as required in response to governance recommendations or guidelines from regulatory authorities and ensuring that all governance systems remain in place and are periodically reviewed for effectiveness;
Ensuring that the Company has adequate policies and procedures to identify and manage the principal risks of the Company’s business; and
Preparing the Company’s response to TSX Venture policies when required and informing the Board in the event of any differences between the Company’s governance policies and those recommended policies of the TSX Venture Exchange.
Review compensation policies and plans, after which making recommendations to the Board;
Review and recommend executive compensation for Board approval; and
Ensure compliance with all regulatory requirements that govern executive compensation.