Sound corporate governance ensures transparency and accountability for the Company's objectives, strategy, controls, and overall performance

Compton's Board of Directors and Management believes that adopting and upholding the highest standards of corporate governance is critical in respect of the overall success of the Company and to build stakeholder confidence. Sound corporate governance ensures transparency and accountability for Compton's objectives, strategies, controls, and overall performance. The Corporate Governance Committee and Board of Directors continuously monitor applicable legislation and respond appropriately to ensure the Company's compliance. Compton continually adjusts its practices to reflect the requirements of the New York Stock Exchange (“NYSE”) Listing Standards and the Sarbanes-Oxley Act of 2002. In addition, the Company has established procedures for the confidential, anonymous submission by staff of concerns regarding any questionable accounting or auditing matters. Compton also has a Code of Business Conduct and Ethics applicable to all Directors, Officers, and employees.

Canadian Corporate Governance Requirements

The Canadian Securities Administrators approved National Policy 58-201, “Corporate Governance Guidelines” (the “Best Practices Policy”) and National Instrument 58-101, “Disclosure of Corporate Governance Practices” (the “Disclosure Instrument,”) in 2005.  The Best Practices Policy provides guidance on corporate governance practices, following U.S. initiatives under the Sarbanes-Oxley Act and newly adopted corporate governance rules of the NYSE and NASDAQ.  The Disclosure Instrument specifically requires issuers to make certain corporate governance related disclosures.  The disclosures required under the Disclosure Instrument generally correspond to the guidance in the Best Practices Policy. 

A description of our corporate governance disclosures, as required by the Disclosure Instrument, is set forth in our Management Proxy Circular.

U.S. Corporate Governance Requirements

Compton’s common shares commenced trading on the NYSE on December 6, 2005.  The Company is classified as a foreign private issuer in the United States by the Securities Exchange Act of 1934 (the “Exchange Act”) and is therefore permitted to follow Canadian corporate governance regulations, except for:  

  • audit committee member independence requirements under Rule 10A-3 of the Exchange Act;
  • the requirement to disclose any significant differences between the Company’s corporate governance practices and those followed by domestic companies under the NYSE listing standards; and
  • the requirement for the Company to submit an Annual Written Affirmation to the NYSE, confirming the Company’s compliance with the audit committee independence requirements of Rule 10A-3 and that the Company has provided a statement of significant corporate governance differences, and to notify in writing the NYSE if any Officer becomes aware of a material non-compliance.

Our audit committee members are independent under Rule 10A-3 of the Exchange Act. Our corporate governance practices do not differ significantly from those followed by domestic U.S. companies under NYSE listing standards, with the exceptions that (i) we do not have an internal audit function and (ii) the CEO’s compensation is finally approved by the Board of Directors on the recommendation of the Human Resources, Compensation, Environmental, Health and Safety Committee.  We have filed our Annual Written Affirmation with the NYSE.