Corporate Governance Documents

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---
title: "Corporate Governance Documents"
slug: governance-documents
category: governance
last_edited: 2026-06-29
editor: woodfine-editorial
status: stable
short_description: "Board mandate, committee charters, governance policy, and code of business conduct published as disclosure of governance practices under NP 58-201 and NI 58-101."
references:
  - id: 1
    text: "National Policy 58-201 Corporate Governance Guidelines, Canadian Securities Administrators."
    url: "https://www.osc.ca/en/securities-law/instruments-rules-policies/5/58-201"
  - id: 2
    text: "National Instrument 58-101 Disclosure of Corporate Governance Practices, Canadian Securities Administrators."
    url: "https://www.osc.ca/en/securities-law/instruments-rules-policies/5/58-101"
---

**Corporate governance documents** are the foundational instruments through which Woodfine
Capital Projects Inc. structures its board of directors, defines the responsibilities of board
committees, and establishes the policies that govern the relationship between the board,
management, and shareholders. These documents are published here as public disclosure of
governance practices, consistent with National Policy 58-201 *Corporate Governance
Guidelines*[^1] and the related disclosure requirements under National Instrument
58-101.[^2]

## Board mandate

The board of directors is responsible for the stewardship of WCP, including approval of the
company's strategic direction, oversight of material risks, succession planning for senior
management, and the integrity of the company's financial reporting and internal controls. The
board mandate sets out these responsibilities in detail and defines the boundaries between
board oversight and day-to-day management authority.

The board mandate is reviewed annually and updated as governance practices evolve or
regulatory requirements change.

## Audit committee

The [[audit-committee-mandate|audit committee]] assists the board in its oversight of the integrity of the company's
financial reporting, the independence and performance of the external auditor, and the
adequacy of the company's internal control and risk management processes. The committee
charter specifies:

- Composition requirements (including independence and financial literacy requirements for
  each committee member)
- Mandate scope: external auditor oversight, financial statement review, internal controls
  and risk management review, and complaint-handling procedures
- Reporting obligations to the full board
- Meeting frequency and quorum requirements

The audit committee charter is filed as part of the [[about-annual-reporting-cycle|Annual Information Form]] and is reproduced
here for direct accessibility.

## Compensation committee

The compensation committee assists the board in its oversight of the company's compensation
philosophy and the compensation of the Chief Executive Officer, other senior executives, and
non-executive directors. The committee charter specifies the process for setting executive
compensation, reviewing incentive plan design, and approving equity grants where applicable.

## Nominating and governance committee

The nominating and governance committee assists the board in identifying qualified candidates
for board membership, assessing board and committee composition, and overseeing the company's
corporate governance practices including adherence to the board mandate and committee charters.
The committee conducts an annual assessment of board effectiveness.

## Corporate governance policy

The corporate governance policy consolidates the company's commitments to governance practices
that meet or exceed the standards established under Canadian securities regulation. It
addresses the independence of a majority of board members, the separation of the roles of
Chair and Chief Executive Officer, board diversity, director orientation and continuing
education, and the process for shareholder engagement.

## Code of business conduct

The code of business conduct sets out the ethical standards applicable to all directors,
officers, employees, and contractors of WCP. It covers conflicts of interest, confidential
information, fair dealing with customers and suppliers, compliance with applicable law, and
the procedures for reporting concerns. The code is reviewed annually by the nominating and
governance committee.

## Governance documents

| Document | Date | Download |
|---|---|---|
| *(documents to be added as approved and published)* | | |

## See also

- [[about-financial-reporting]] — annual and interim financial statements and MD&A
- [[press-releases]] — material change disclosure