INFORMATION FOR

Investors

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:

Independence

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, Catherine Roozen, who is independent of the company. Ms. Roozen 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 at the bottom of this page.

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 2021 Attendance Board Committees Shareholdings*
Douglas Goss 2021 100% Compensation & Governance 2,500
Andrew J. Melton 1985 100% Investment 209,557
Kathleen M. Melton 2016 100% Investment 42,750
Timothy C. Melton 1973 100% Investment 2,169,721
Bruce Pennock 2021 100% Audit (Chair) 5,000
Janet Riopel 2022  ✓ n/a Audit 1,000
Catherine Roozen (Lead Director) 2021 100% Compensation & Governance (Chair), Audit 125,600
Ralph Young 1976 100% Compensation & Governance 1,405,300

*as at August 31, 2022
Ross Grieve retired from the Board in 2021