MathiPay Exchange


Duties & Responsibilities of The MathiPay Exchange Board of Directors

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:


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:


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:


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:


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:


Committee procedures

The audit committee meets at least seven times a year:


Audit committee members are all independent directors with recognized financial and accounting expertise. The audit committee has a number of prerogatives:

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: