Governance Initiatives
The various corporate governance initiatives of the Company are summarized below. For more information on our governance practices, please refer to the Company’s Management Information Circular.
Shareholder Communication and Engagement Policy
The Board understands the importance of constructive communication and engagement with shareholders as part of its oversight and direction of the Company. The Company and the Board believe that engaging with a broad range of stakeholders through open dialogue, both formally and informally, the Company gains a better understanding of key topics and matters of importance to its shareholder base.
Shareholders may contact the Board via the Company’s corporate communications department at investors@saputo.com.
To consult the Company’s Shareholder Communication and Engagement Policy, please click here.
Advisory Vote on Executive Compensation (“say on pay”)
The Company appreciates the importance shareholders place on effective executive compensation policies and practices and is committed to maintaining an ongoing engagement process with its shareholders by adopting measures to gather constructive feedback. As such, the Company holds a “say on pay” advisory vote on its approach to executive compensation at the annual shareholders’ meeting. Detailed information is provided in the Company’s Management Information Circular.
Incentive Compensation Clawback Policy
Under the Company’s Incentive Compensation Clawback Policy, which applies to all executive officers and certain members of its senior management, the Board may, under certain circumstances, require the reimbursement of the overcompensation amounts awarded, granted or paid to such individuals if they were engaged in gross negligence, intentional misconduct or fraud contributing to an accounting restatement of the financial statements of the Company.
To consult the Company’s Incentive Compensation Clawback Policy, please click here.
Majority Voting Policy
The Board believes that each of its members should carry the confidence and support of the shareholders. Therefore, in addition to the individual voting process implemented several years ago, the Board also has a majority voting policy.
To consult the Company’s Majority Voting Policy, please click here.
Complaints Processing Procedure
The Company has adopted a Complaints Procedure for Financial Issues, which allows officers and employees who have any complaint or concern regarding accounting, internal accounting controls or auditing matters to be reported on a confidential and anonymous basis. The Chair of the Audit Committee is responsible for overseeing the Complaints Procedure for Financial Issues.
Director Orientation and Training Program
The Board considers that orienting and educating new directors, as well as maintaining and continuing the education of current directors, is an important element to ensure responsible corporate governance.
For more information on our Director Orientation and Training Program, please refer to the Company’s Management Information Circular.
Directors’ Employment and other Directorships – Procedure
Directors must inform senior Management before accepting an invitation to serve on another board, or any new employment relationship. Senior Management assesses whether the director would be involved in a real, apparent or potential conflict of interest and whether the director’s ability to discharge their responsibilities as a director of the Company is likely to be affected.
To consult the Company’s Directors’ Employment and other Directorships – Procedure, please click here.
Directors’ Selection and Appointment Process
The Company endorses a balanced representation in terms of director tenure and age, and fostering diversity in this regard in terms of positions of leadership and the nomination of directors.
To consult the Company’s Director Selection and Appointment Process, please click here.
Executive Compensation Policy
The Company’s executive compensation policy aims to attract and retain competent individuals and motivate them to optimize value for the Company’s shareholders. The compensation policy is designed to be competitive, to stimulate profitable return on investments and long-term growth.
The Corporate Governance and Human Resources Committee is responsible for annually reviewing and approving the executive compensation policy and executive compensation, including determining the compensation elements and the compensation mix to balance the executives’ focus on short-term and long-term objectives. The Company’s compensation policies and practices are designed to adequately reward executive officers for their services, and to encourage them to establish short-term and long-term strategies aimed at increasing share value and creating economic wealth. The Company’s compensation strategy therefore places the emphasis on compensation elements linked to performance, including share value through long-term incentive plans.
Share Ownership Policy for Directors
Pursuant to the ownership policy adopted by the Board, all directors of the Company shall own a number of Common Shares and/or Deferred Share Units (DSU) having a total market value of at least three times their then-current annual retainer.
To consult the Company’s Share Ownership Policy for Directors, please click here.
Share Ownership Policy for Executive Officers
Pursuant to the share ownership policy for executive officers, the Chief Executive Officer shall own a number of shares having a total market value of at least three times his annual base salary; the Chief Financial Officer of the Company and the President and Chief Operating Officer, Saputo Inc. and International Sector, shall own a total market value of at least two times their annual base salary; and all other executives shall own a total market value of at least 1.5 times the executive’s annual base salary.
To consult the Company’s Share Ownership Policy for Executive Officers, please click here.
To consult the Company’s Share Ownership Policy for EVPs and SVPs, please click here
Evaluation Process for the Board of Directors, Directors and Committees
The Company has a formal annual evaluation process in place for the evaluation of the performance of the Board of Directors, directors and Board committees, where each Board member is required to complete an evaluation survey on a confidential basis.
As Board members are elected annually, the Corporate Governance and Human Resources Committee takes into account each director’s performance when recommending nominees to the Board for election at the next annual meeting of shareholders and when making recommendations regarding the composition of the committees, as well as their Chairs for approval by the Board.
Evaluation Process – Chief Executive Officer
An annual process is in place to assess the performance of the Chief Executive Officer.
To consult the Company’s Evaluation Process for its Chief Executive Officer, please click here.
Travelling Guidelines for Key Executives
Guidelines preventing key executives from travelling together are in place to ensure management continuity and therefore the successful continuation of the Company in the event of an unexpected event involving the key executives of the Company.
Corporate Disclosure Policy
The Audit Committee is responsible for the review of the annual and interim financial statements of the Company and other continuous disclosure documents. In order to maintain high standards regarding disclosure issues, the Board maintains a disclosure policy. The purpose of the disclosure policy is to ensure that communications with the investing community, the media and the public are timely, consistent and accurate, and that the information is disseminated in compliance with all applicable legal and regulatory requirements.
Disclosure Committee
The Company has a management-level Disclosure Committee to oversee the process of certification by the Chief Executive Officer and Chief Financial Officer of the information presented in the Company’s annual and interim documents. The Disclosure Committee reports to the Audit Committee on a quarterly basis.
Rules of Conduct Respecting Trading of Securities of Saputo Inc.
Reporting insiders of the Company, as well as employees who, in the ordinary course of their duties, may have access to material non-disclosed information, are subject to restriction periods relating to the sale or purchase of securities of Saputo.
Such reporting insiders and employees have to communicate with Legal Affairs at all times in order to obtain a pre-authorization before trading on Saputo’s securities.
Policy with Respect to the Approval of Audit and Non-Audit Services by the External Auditors and Other Accounting Firms
The Company has a policy with respect to services rendered by its external auditors. The policy regulates non-audit services and specifies which types of services cannot be provided by the external auditors.
Finally, the policy requires that Management presents to the Audit Committee, on a quarterly basis, a statement of the non-audit services rendered by the external auditors of the Company, as well as any mandate given to other accounting firms.
Policy with Respect to the Hiring of Current and Former Employees of the External Auditors
The Company has a hiring policy with respect to current and former partners and employees of the current and former auditors of the Company. The objective of the policy is to define the rules applicable to the hiring by the Company of such employees.
Constating Documents
To consult the Company's articles, please click here.
To consult the Company's by-laws, please click here.
