MathiPay Exchange Co., Limited is governed by the Corporate Board of Directors which comprises 15 members elected for three-year terms. With the help of its four specialized committees, it examines and approves our major capital expenditures.
Defining MathiPay Exchange's strategic vision
MathiPay Exchange Co., Limited is managed by a Board of Directors. Its rules of procedure set out its responsibilities and procedures. The board meets at least four times a year and whenever circumstances require. It also reviews and discusses its own practices and performance annually. Lastly, it evaluates its practices and performance regularly, at least once every three years.
MathiPay Exchange Board of Directors is first and foremost responsible for defining our strategic vision and making sure that it is implemented. The board therefore addresses any issue related to the operation of the company. It makes decisions concerning the matters falling within its purview, subject to the powers and authority expressly reserved for shareholders and within the limits of the company’s legal purpose.
The following is a non-exhaustive list of the board’s duties and responsibilities:
- Appointing corporate executive officers and overseeing the performance of their respective responsibilities.
- Defining the strategic vision for MathiPay and its businesses.
- Approving proposed investments and divestments involving amounts exceeding 3% of shareholders’ equity, whether aligned with the strategic vision or not.
- Reviewing information on significant events affecting MathiPay Exchange operations, especially investments and divestments involving amounts exceeding 1% of shareholders’ equity.
- Ensuring accurate, effective financial reporting to shareholders and financial markets through the financial statements it approves and the registration document and for major transactions.
- Convening and setting the agenda for annual shareholders' meetings.
- Annually preparing a list of directors considered independent, based on generally accepted corporate governance criteria.
- Carrying out any audits and investigations it deems necessary.
To facilitate its work and with the help of its specialized audit, strategy, governance and ethics, and compensation committees as needed, the board of directors makes sure that:
- Authority has been properly defined and delegated and that the various boards and committees make proper use of their authority and meet their responsibilities.
- No single individual has the authority to make a financial commitment on behalf of MathiPay or to disburse funds for its payment.
- Internal control performs effectively and statutory auditors have everything they need for the satisfactory discharge of their responsibilities.
- The committees it has created are operating effectively.
The Audit Committee regularly informs the Board of Directors of MathiPay Exchange financial situation, cash situation and commitments, so that the board can fulfill its responsibilities.
Obligations and independence of MathiPay Directors
MathiPay Exchange directors have a number of obligations in this capacity, including avoiding anything that might impair the exercise of their independent business judgment. Acceptance of a MathiPay Corporation Limited directorship creates an obligation to follow the rules of professional conduct for directors set out in the guidance followed by the company in such matters, namely the corporate governance code. It also creates an obligation to comply with the board's rules of procedure and to practice the values described in our code of conduct.
Strictly defined responsibilities
Directors’ obligations are set out in the board of directors' rules of procedure.
Directors participate actively in the board's work, using information provided to them by the company. When they attend meetings and vote, they represent all company shareholders and must act in the company's best interest. They must therefore clearly express any opposition they may have to plans discussed by the board and comply fully with the written provisions on the use of privileged information.
The critical importance of director independence
All directors agree to remain independent in their analysis, judgment, decision-making and actions and to resist attempts to influence them. To that end, they notify the board concerning any personal conflicts of interest that may arise and any projects or transactions in which they may become involved.
1. The Governance and Ethics Committee:
The six-member governance and ethics committee recommends to the board of directors qualified candidates for election as directors or appointment as corporate executive officers. The committee’s other main objectives are to prepare the corporate governance rules applicable to the company, monitor their application, ensure respect for ethics and discuss any questions related to ethics or situations of conflicts of interest.
Assisting the board of directors
The committee has various responsibilities that include:
- Presenting its recommendations to the board for its membership and the membership of its committees;
- Proposing annually to the board the list of the directors who may be considered as “independent directors”
- Assisting the board in selecting and evaluating corporate executive officers and examining the preparation of their possible successors;
- Proposing methods for the board to evaluate its performance;
- Proposing to the board the terms and conditions for allocating directors’ attendance fees;
- Developing and recommending to the board corporate governance principles applicable to the company;
- Discussing and examining ethics questions and situations of interest that have come to its attention or that the board or board chairman refers for its review.
- Examining the conformity of the company's governance practices with the recommendations of the code of corporate governance adopted by the company;
- Supervising and monitoring implementation of the company’s approach to ethics and compliance;
- Discussing any questions related to ethics or situation of conflicts of interest;
- Reviewing any changes to the board of directors’ responsibilities.
At least half of the governance and ethics committee’s members must be independent directors. The governance and ethics committee meets at least twice a year. It consists of a minimum of three directors appointed by the board of directors and elects its chairman and secretary, the latter being a senior executive of the company. The committee may invite the chairman of the board of directors or the chief executive officer, as applicable, to present their recommendations. It reports on its work to the board.
2. The Corporate Compensation Committee:
Reviewing the compensation policy for MathiPay Exchange senior executives: The five-member compensation committee is made up primarily of independent directors. Its job is to review the compensation policy for executive committee members and corporate executive officers.
Reviewing and recommending
The compensation committee has various responsibilities that include:
- Reviewing the main objectives proposed by senior management for senior executive compensation at MathiPay.
- Making recommendations and proposals to the board of directors concerning compensation for corporate executive officers, including pension and insurance plans, in-kind benefits and other compensation.
- Examining the compensation of executive committee members, including stock option and restricted share grant plans and equity-based plans, pension and insurance plans and in-kind benefits.
Committee procedures
The compensation committee meets at least twice a year and invites the chairman of the board of directors or the chief executive officer to present their recommendations. It consists of at least three directors appointed by the board of directors and chooses its chairman and secretary, the latter being a senior executive of the company. The majority of the compensation committee's members must be independent directors. Moreover, corporate executive officers are never present during discussions concerning them. The committee reports on its work to the board of directors.
3. Corporate Audit Committee
The audit committee, providing oversight: MathiPay Exchange three-member audit committee ensures effective internal control and reliable financial information to shareholders and financial markets.
Reviewing accounts and control procedures
The committee has various responsibilities that include:
- Appointing statutory auditors and monitoring their work (oral presentations and written report to the board of directors).
- Examining the parent company's financial statements and consolidated financial statements before they are reviewed by the board of directors.
- Monitoring the implementation of internal control and risk management procedures.
- Auditing the effectiveness of such procedures, with the help of the internal audit department.
- At the board of directors' request, reviewing major transactions being considered by total.
- Implementing and monitoring compliance with the financial code of ethics.
- Implementing and monitoring a whistle blowing process concerning accounting, internal control and audit issues. The process is available to employees, shareholders and third parties.
- Where applicable, reviewing major transactions that might have given rise to a conflict of interest.
- Reviewing the procedure for booking total's proved reserves.
Committee procedures
The audit committee meets at least seven times a year:
- Quarterly, to review total financial statements and the annual and quarterly consolidated financial statements.
- Another three times a year or more, to take up matters not directly related to the review of quarterly financial statements.
Audit committee members are all independent directors with recognized financial and accounting expertise. The audit committee has a number of prerogatives:
- It may consult the chairman of the board of directors or any senior executive, as applicable.
- It may visit or consult business or functional unit managers if doing so would help it carry out its responsibilities.
- It may consult with anyone involved in preparing or auditing financial statements chief financial officer and the principal finance, audit and legal affairs managers by asking the company's chief financial officer to notify them of a meeting.
- At least once a year, the statutory auditors make a formal presentation to the audit committee, with no company representative present.
4. The Corporate Strategy Committee:
Envisioning MathiPay Exchange's Future
The Strategy Committee supports MathiPay Exchange Board of Directors in promoting MathiPay Exchange business development. Its eight members review overall strategy and assist the Board in defining our strategic vision.
Shaping MathiPay Exchange's Strategy
The Strategy Committee is responsible for reviewing the overall strategy recommended by MathiPay Exchange Chief Executive Officer, focusing on particularly strategic transactions and initiatives.
It also surveys the competition and the resulting medium- and long-term outlook for MathiPay Exchange.
Committee Procedures
The Committee meets at least once a year and submits a written report of its work to the Board of Directors. The Committee must consist of at least five directors appointed by the Board.
The Strategy Committee has the following special prerogatives:
- It may consult the Chairman of the Board of Directors or any senior executive, as applicable.
- It may visit or consult business or functional unit managers if doing so would help it carry out its responsibilities.
