Corporate Governance and Policies
The Waste Connections Board of Directors operates under the Waste Connections Corporate Governance Guidelines and Board Charter, a copy of which is set forth below. The Board and all officers and employees of Waste Connections are also subject to the Waste Connections Code of Conduct and Ethics, a copy of which is set forth below. The Board has also adopted position descriptions for the roles of Chairman and Lead Director, copies of which are set forth below.
The Board of Directors has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
The Executive Committee is authorized to exercise, subject to limitations under applicable law, all of the powers and authority of the Board of Directors in managing our business and affairs, including approval, between meetings of the Board of Directors, of all divestitures by Waste Connections in excess of $25.0 million and all acquisitions by Waste Connections for cash or other non-equity consideration in excess of $25.0 million. The Board of Directors has not adopted a written charter for the Executive Committee.
The Audit Committee operates under a written charter adopted by the Board, a copy of which is set forth below. The Audit Committee’s responsibilities are to review the Company’s internal controls and the objectivity of financial reporting, and to meet with the appropriate financial personnel and the independent auditors in connection with these reviews. The Audit Committee also reviews the professional services provided by the Company’s independent auditors and reviews such other matters concerning the Company’s accounting principles and financial and operating policies, controls and practices, public financial reporting policies and practices, and the results of the annual audit as it may find appropriate or as may be brought to its attention.
The Compensation Committee operates under a written charter adopted by the Board, a copy of which is set forth below. The Compensation Committee is responsible for establishing Waste Connections' executive officer compensation policies and administering such policies. The Compensation Committee determines the compensation of all of the executive officers. All decisions by the Compensation Committee relating to the compensation of executive officers, including decisions relating to equity compensation, are reviewed and approved by the full Board of Directors.
The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board, a copy of which is set forth below. The Nominating and Corporate Governance Committee recommends director nominees to the Board, and recommends, develops, and assists the Board in implementing corporate governance principles.
Copies of the Articles of Amalgamation and By-law No. 1 of Waste Connections are set forth below.