Corporate governance documents
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Track-B Phase B (governance): 8 REWRITE, 5 survive as-is -- fix the 'charter reproduced here' claim, remove a named service provider, re-hedge the investor-relations policy
@@ -4,11 +4,17 @@ title: "Corporate governance documents" slug: governance-documents category: governance index_group: board-and-management-oversight last_edited: 2026-08-24 editor: woodfine-editorial status: stable bcsc_class: forward-looking type: topic content_type: topic quality: complete short_description: "Professional Centres Canada LP's audit committee charter, currently in place, alongside the board mandate, remaining committee charters, governance policy, and code of business conduct planned but not yet adopted." status: active audience: public bcsc_class: forward-looking language_protocol: PROSE-TOPIC last_edited: 2026-09-06 editor: woodfine-editorial paired_with: governance-documents.es.md references: - id: 1 text: "National Policy 58-201 Corporate Governance Guidelines, Canadian Securities Administrators." @@ -36,52 +42,57 @@ integrity of financial reporting, the independence and performance of the extern auditor, and the adequacy of internal control and risk management processes. The charter specifies: - Composition requirements (including independence and financial literacy requirements for each committee member) - 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 reproduced here for direct accessibility. Professional Centres Canada LP is a venture issuer, a classification that does not carry a mandatory [[about-annual-reporting-cycle|Annual Information Form]] filing requirement under NI 51-102 — publishing the charter here is a voluntary transparency practice, not evidence This page summarises the charter's principal terms; it does not reproduce the charter text. Professional Centres Canada LP is a venture issuer, a classification that carries no mandatory [[about-annual-reporting-cycle|Annual Information Form]] filing requirement under NI 51-102. Summarising an unfiled charter is a voluntary transparency practice, not evidence of an AIF filing. ## Board mandate (planned) ## Planned instruments Five further governance instruments are planned. None has been adopted. None binds any director, officer, employee, or contractor until the general partner's board approves it, and the terms the board approves may differ from what is described here. ### Board mandate A board mandate is intended to set out the board's responsibilities for strategic oversight, material-risk oversight, senior-management succession planning, and the integrity of financial reporting and internal controls, and to define the boundary between board oversight and day-to-day management authority. This document is not yet adopted. integrity of financial reporting and internal controls. It is also intended to define the boundary between board oversight and day-to-day management authority. ## Compensation committee (planned) ### Compensation committee A compensation committee is intended to assist the board in its oversight of compensation philosophy and the compensation of the Chief Executive Officer, other senior executives, and non-executive directors. This committee and its charter are not yet in place. philosophy and of the compensation paid to the Chief Executive Officer, other senior executives, and non-executive directors. ## Nominating and governance committee (planned) ### Nominating and governance committee A nominating and governance committee is intended to assist the board in identifying qualified board candidates, assessing board and committee composition, and overseeing corporate governance practices. This committee is not yet in place. corporate governance practices. ## Corporate governance policy (planned) ### Corporate governance policy A corporate governance policy is intended to consolidate governance-practice commitments meeting or exceeding the standards established under Canadian securities regulation, addressing board independence, separation of the Chair and Chief Executive Officer roles, board diversity, and director orientation. This policy is not yet adopted. meeting or exceeding the standards established under Canadian securities regulation. It is intended to address board independence, separation of the Chair and Chief Executive Officer roles, board diversity, and director orientation. ## Code of business conduct (planned) ### Code of business conduct A code of business conduct is intended to set out ethical standards applicable to directors, officers, employees, and contractors, covering conflicts of interest, confidential information, fair dealing, legal compliance, and concern-reporting procedures. This code is not yet adopted. procedures. ## Unanimous shareholder agreement @@ -93,13 +104,19 @@ majority of arm's-length, independent directors on its board (see [[professional-centres-canada-lp-structure|Professional Centres Canada LP structure]] for the general partner's specific board-composition and quorum requirements). ## Governance documents ## What this is not Beyond the audit committee charter above, no other governance document listed on this page has been adopted yet. This section will list each document, with its adoption date and a direct download, as the board approves and publishes it. These instruments are not a complete governance record. Only the audit committee charter is adopted; the five planned instruments impose no obligation on any director or officer until the board approves them, and their final terms may change. They bind Woodfine Professional Centres Inc., the general partner, and its board — not Woodfine, a private company outside the direct reach of NP 58-201 and NI 58-101. They do not govern the United States, Spain, or Mexico vehicles, which are governed by separate instruments. Nothing here is legal advice; the executed instruments and qualified counsel govern the terms applicable to any holder. ## See also - [[audit-committee-mandate|Audit Committee Mandate]] — the composition, independence, and responsibility requirements the charter implements - [[about-financial-reporting]] — annual and interim financial statements and MD&A - [[press-releases]] — material change disclosure