Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are responsible for the day to day management of the Company. The Board is experienced and committed to sound corporate governance practices which are both in the interests of its Shareholders and contribute to effective and efficient decision making. The Company believes that its corporate governance practices ensure that the business and affairs of the Company are effectively managed so as to enhance Shareholder value.
Set out below is a description of the corporate governance practices of the Company as required by National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) concerning corporate governance disclosure.
Composition of the Board of Directors and Board Independence
The Board as of June 2026 is comprised of six members, three of whom the Board has determined are independent. Messrs. Rowley, Malpenga, Roma and Katti are independent directors. Mr. Frewin is not considered an independent director as he is Chief Executive Officer of the Company. Mr. Estepa is not considered to be an independent director as he is the Corporate Secretary of the Company. Since a majority vote is necessary to approve matters before the Board, the support of at least one independent director is required.
Board of Directors Mandate
The Board supervises the management of the business and affairs of the Company and is mandated to act with a view to the best interests of the Company. The Board holds regular meetings to review the business and affairs of the Company and to make any decisions relating thereto. The Board believes that it functions independently of management. The Chairman of the Board, Martin Rowley, is an independent director. A minimum of four meetings of the Board are held in each financial year.
Position Descriptions
The Board has developed a written position description for each of the Chairman, the Chief Executive Officer and the Chief Financial Officer. The positions of the Chairman and the CEO are separate.
Orientation and Education
The Board reviews its own composition on an annual basis. The Company does not have a formal written process of orientation for new directors. However, the Board conducts a discussion of the business of the Company at its Board meetings to ensure new directors are provided with an overview of the Board’s role and the Company’s operations.
Shareholder Feedback and Concerns
The Company manages a shareholder relations program under the direction of its Chief Executive Officer, Mr. Frewin. Management of the Company is available routinely to Shareholders to respond to questions and concerns.
Ethical Business Conduct
The Board has approved a code of ethical business conduct code for directors, officers and employees of the Company.
Board Committees
Compensation Committee: Appointed by the Board to discharge the Board’s duties and responsibilities with respect to officer and director compensation.
Health, Safety and Environment Committee: Established to oversee the development and implementation and best practices relating to health, safety and environment issues. Current members: Mr. Frewin (chairman) together with J Estepa.
Nomination and Governance Committee: Responsible for developing and monitoring the Company’s approach to corporate governance issues. Mr. Rowley acts as committee chairman.
Term limits for Directorships: The Company has not adopted term limits for directors because the risk profile of the Company makes it more difficult for the Company to attract and to retain highly qualified board members.
Code of Conduct: Forsys and its subsidiaries are dedicated to the principle of ethical and legal business conduct. Forsys expects its Directors, Officers and all other employees throughout the world to comply at all times with all domestic and foreign laws and regulations governing its operations.
