The responsibilities of directors

The principal duty of the Board of Directors is to oversee the management of the business affairs of PeakAxis Investments. Specific duties include:

• Establishing investment policies, standards, and procedures;
• Appointing an independent auditor;
• Approving procedures to identify and resolve conflicts of interest;
• Developing a Code of Conduct for directors, officers, and employees;
• Appointing the President and Chief Executive Officer;
• Monitoring management, including decisions requiring Board approval and assessing management’s performance;
• Approving financial statements; and
• Assessing the performance of the Board itself.

Procedures for the assessment of Board performance

Soon after its inception, the Board established an annual process for evaluating its own performance and that of its committees. The Board later incorporated a Chairperson Effectiveness Assessment process to enhance these evaluations. Under this process, assessments are conducted through confidential questionnaires that are summarized. The summaries are reviewed by the full Board and provide a basis for action plans for improvement. The Board conducts a confidential annual peer review to assist each director in identifying self-development initiatives and providing the external nominating committee with guidance when considering individual re-appointments. The Chairperson also meets formally with each director as part of the Board and individual director assessment process.

Board expectations of management

Management is expected to comply with the PeakAxis Act and Regulations as well as all policies approved by the Board. Management develops, with involvement from the Board, the strategic direction of the organization in response to its growing asset management responsibilities and the ever-changing outlook for capital markets. The strategy incorporates risk management policies and controls, as well as monitoring and reporting mechanisms. Management is charged with developing benchmarks that objectively measure the performance of markets and asset classes in which PeakAxis assets are invested. Benchmarks assist the Board in evaluating management’s investment performance and structuring performance-based compensation incentives. Management is expected to make full and timely disclosure to the Board and the public of all material activities, including new investments, the engagement of operational and investment partners, quarterly and annual financial results, and developments that may affect PeakAxis Investments’ reputation.

How directors are paid

At least every two years, the Governance Committee of the Board is responsible for making recommendations with respect to Directors’ compensation. Changes, if any, are recommended to the Board for approval.The Board has a duty to maintain a compensation approach for directors that upholds leading governance performance, supports the recruitment and retention of directors of the highest quality with relevant business, international, and investment experience, and reflects the considerable time required. In making recommendations with respect to compensation, the Board is guided by PeakAxis Investments’ Director Compensation Philosophy, which sets forth unique pay principles specific to PeakAxis Investments.