Corporate Governance

We are committed to effective corporate governance practices as a core component of our operating philosophy. Strong governance practices lay the foundation for a sustainable company and long-term value creation for our shareholders.

As governance practices evolve, we periodically review, evaluate and enhance our governance program. Here are a few highlights of our program:


The majority of our directors are independent. Board committees are comprised of a majority of independent directors. The independent directors meet in camera (without management and related directors) for a portion of each meeting held in person. As our executive chairman is related to Melcor, we have appointed a lead director, Allan Scott, who is independent of the company. Mr. Scott chairs the in camera sessions and ensures that the board conducts itself in accordance with good governance practices.

Integrity: the Heart of our Business

The highest standard of ethical conduct has always been at the heart of Melcor’s operating philosophy. All employees, directors and officers follow our Code of Business Conduct and Ethics, which governs Melcor’s work environment, regulatory compliance and the protection of our assets and reputation. The Code can be accessed here. (PDF Download)

Strategic Planning Process

The board ensures that Melcor establishes a solid strategy designed to optimize shareholder value. This process includes active consultation with management on the issues, business environment, assumptions, goals and financial budgets that underpin the strategy and ensures that risk levels are appropriate. To ensure that the board is fully informed and engaged in the strategic issues and critical risks of our business, one meeting each year is dedicated to the review and approval of our strategic plan to manage risk, protect shareholder value and build a sustainable business.

Alignment with Shareholder Interests

Our compensation philosophy is to pay for superior performance. Thus a significant portion of executive compensation is “at risk”: tied directly to results and thus linked to Melcor’s success. This ensures alignment with shareholder interests and a focus on long-term value creation.

Director Since Independent 2015 Attendance Board Committees Shareholdings*
Gordon J. Clanachan, FCA, ICD.D 2009 100% Audit (Chair) 8,000
Ross A. Grieve 2003 100% Compensation & Governance 78,000
Andrew J. Melton 1985 100% 148,600
Timothy C. Melton 1973 80% 1,899,042
Eric P. Newell 2014 100% Audit 10,000
Catherine M. Roozen 2007 78% Audit 125,600
Allan E. Scott 2007 100% Compensation & Governance (Chair) 3,000
Ralph B. Young 1976 100% Compensation & Governance 1,427,633

* at March 16, 2016

Additional Governance Material