 | | | Corporate governance & Business integrity |
|  |
| |  | |
| | |
Corporate governance and business integrity
At Imperial, we have a long-standing commitment to sound corporate governance and high ethical standards as documented in our policies and practices.
Board of directors
Of the eight directors on the Board, five are independent as defined by NYSE and AMEX standards. Only independent directors serve on the Board’s various committees: Audit, Executive Resources, Nominations and Corporate Governance, and Environment, Health and Safety. Board members also sit on the Imperial Oil Foundation Board, which oversees our company’s community investment strategy and approves corporate grants and donations.
In 2006, the Board met nine times while Board committees each met between three and eight times.
Independent directors hold regular executive sessions after each regular Board meeting, except the annual meeting of shareholders. These provide an opportunity to monitor and assess Board processes and discuss substantive issues in the absence of management.
Citizenship issues are overseen by the full Board and special topics are routinely reviewed by its committees. The Board and its committees receive regular reports on business risks facing the company, including:
> an annual report to the Audit Committee on financial risks
> an annual report to the Board on legal risks
> an annual report to the Board on corporate ethics and conflicts of interest
> quarterly reports to the Environment, Health and Safety Committee on environmental and safety performance, management of risks, and compliance with regulatory and company standards The Board continually reviews governance trends and best practices, and looks for opportunities to make improvements. For example, the 2007 Management Proxy Circular was enhanced to provide more detailed disclosure of executive compensation.
| | | | Ethics
Imperial complies with all applicable government laws, rules and regulations. Our Standards of Business Conduct outline policies and guidelines on such matters as ethics, conflict of interest, health and safety, environmental protection, equal employment opportunity and harassment in the workplace.
Employees and directors are required to fully comply with the Standards of Business Conduct. The standards are also reflected in contracts with suppliers and customers. Each year directors, officers and employees review the standards. In addition, employees in positions of higher risk of exposure to ethical or conflict-of-interest situations are required to sign a statement acknowledging they agree to abide by the standards and have done so in the prior period.
The standards are used to define how business should be conducted. Employees are encouraged to raise any issues, questions or concerns with their managers or human resources advisors. To encourage employees to come forward, the company has set up a confidential ethics hotline and mailbox. All responses to the hotline, whether questions, concerns, complaints or suggestions, are handled in a confidential manner to protect the anonymity of the person voicing concerns.
Financial controls
Another aspect of ethics and integrity includes reporting financial and business results. Imperial takes a transparent approach to financial management and reporting. The goal is for financial and operating results to be clearly understood by shareholders and others with a stake in the company.
We do not use special purpose entities, special adjustments or proforma reporting, nor do we use derivatives to speculate or hedge on the future of commodity prices. We do not sell forward future production, and our revenues are recorded at fair value at the time of sale.
| |
|
|
