Integrity Gaming Corp. (“the Company”) Board of Directors ("the Board") considers good corporate governance an important factor in the long-term success of the Company which will over time help to ensure shareholder value. As a TSX Venture listed Corporation, the Company is subject to the rules and policies of the TSX-V relating to Corporate Governance. The Board is responsible for supervising the management of the Company's business and affairs. All business transactions with individuals, corporations or other entities that could potentially, directly or indirectly, be considered to be a related party, must be approved by the Board of Directors regardless of the amount involved.
The Audit Committee is composed of three Directors: Prakash Hariharan, Robert Miodunski, and Peter Macy. The Committee is appointed by the Board, and the Audit Committee's responsibility is to:
- Approve the Corporation's financial statements;
- Ensure the Corporation's compliance with applicable legal and regulatory requirements;
- Verify the independence, qualifications and appointment of the Corporation's external auditor;
- Evaluate the performance of the Corporation's internal auditor and external auditor;
- Review the accounting and financial reporting processes of the Corporation; and
- Oversee audits of the financial statements of the Corporation.
The Compensation Committee is composed of three Directors: Robert Miodunski, Prakash Hariharan, and Kim Oishi. The Committee is appointed by the Board, and the Compensation Committee's responsibility is to:
- Determine the compensation of Directors;
- Establish CEO and executive officer compensation and evaluate performance;
- Assist with and review the Compensation Discussion and Analysis;
- Complete the Compensation Committee report; and
- Oversee equity compensation grant policy.
Corporate Governance Committee
The Corporate Governance Committee is composed of three Directors: Kim Oishi, Prakash Hariharan, and Peter Macy. The Committee is appointed by the Board, and the Corporate Governance Committee's responsibility is to:
- Create position descriptions for Directors;
- Ensure all new director receive orientation and continued education;
- Adopt a written code of business conduct and ethics; and
- Regular Board Assessments.
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