Statement of Corporate Governance

The objective of BENEV's Board of Directors is to maximize shareholder value while governing the company's activities so as to promote its long-term best interests in a manner consistent with good corporate citizenship, including fair treatment of employees, customers, suppliers and the communities in which BENEV operates.

Corporate governance encompasses the internal policies and practices by which BENEV is operated and controlled on behalf of its shareholders.  The advantages of sound corporate governance include having a strong Board of Directors that is accountable to the Company and its owners.  A good system of corporate governance also helps BENEV maintain the confidence of investors, which allows the Company to raise capital efficiently.

The business affairs of BENEV are conducted under the supervision of the Board of Directors in accordance with the Canada Business Corporations Act, as implemented by the Company's Articles of Incorporation and By-laws.  The role of the Board of Directors is to effectively govern the affairs of the Company for the benefit of its shareholders and, to the extent appropriate under the laws of Canada, other stakeholders, which include the Company's employees, customers, suppliers, and the communities in which it does business.  The Board strives to ensure the success and continuity of the Company's business through the election of qualified management.  It is also responsible for ensuring that the Company's activities are conducted in a responsible and ethical manner.

Our board understands that strong governance frameworks are critical not only to ensure organizational compliance and effectiveness, but increasingly to meet capital market expectations.  The board, through the Corporate Governance and Nominating Committee, continues to monitor governance reforms, and implements changes to our governance practices as necessary to comply with rules issued by the Canadian Securities Administrators, the Toronto Stock Exchange, other applicable regulatory authorities, and industry best practice.

Corporate Governance Practices

An overview of our corporate governance structure is set out in our Annual Report and additional information on corporate governance at BENEV is included in our proxy circular (English version). 

BENEV has adopted the following corporate governance guidelines and policies, as well as charters governing each board committee.  These policies, guidelines and charters are regularly reviewed, evaluated and modified to meet the changing needs of the company and the changing expectations of the investment community.

• Corporate Governance Principles
• Code of Business Conduct and Ethics
• Code of Business Conduct and Ethics Applicable to United States Government Procurement Activities
• Disclosure Policy
• Audit Committee Whistleblower Policy
• Compensation Policy for Non-Employee Directors
• Policy re Shareholder Communication with Directors
• Audit Committee Charter
• Human Resources and Compensation Committee Charter
• Corporate Governance and Nominating Committee Charter
• Environmental and Safety Committee Charter
• Lead Director Mandate
• Board of Directors Mandate

The above files are presented in PDF (Portable Document Format) form.  To view them you will need Adobe Acrobat Reader 3.0 or higher.  This software is available at no charge through the Adobe web site.

Reporting Accounting and Auditing Concerns

BENEV is committed to meeting its business objectives in an ethical manner.  Our General Code of Business Conduct describes the expectation for open and honest communications and ethical behavior from everyone at BENEV.

This expectation extends to the design of systems and controls which provide financial reports that are relevant, reliable and accurate.  To support that objective BENEV has established a communication channel to stakeholders to report their concerns regarding the integrity of BENEV's accounting or auditing practices. BENEV made arrangements to have a confidential website and a confidential Call Centre toll-free number (1-866-294-9321) to facilitate the reporting of accounting or auditing concerns by employees, shareholders and other stakeholders. Both the web site and the Call Centre are hosted by EthicsPoint Inc.; a company specialized in providing anonymous, confidential hotlines for organizations worldwide.

The confidential website is available from the following links: English version and French version. The confidential Call Centre toll-free number is (1-866-294-9321)

Another option could be to file a report pursuant to the Policy re Shareholder Communication with Directors.