Governance

General

The responsibility to oversee the conduct of the business and to guide the management team of Atrium Innovations resides with the Board of Directors.

Board of Directors

The Board of Directors consists of ten members, including one officer and nine external directors. In addition to the Board of Directors, two committees were formed to assist the Directors in their responsibilities. These are the Audit Committee and the Corporate Governance, Nominating and Compensation Committee

Mandate of the Board of Directors
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Position description of the Chairman of the Board
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Audit Committee

The Audit Committee oversees the financial reporting process and internal controls, and consults with management, the accounting department and independent auditors on matters related to the annual audit and internal controls, published financial statements, accounting principles and auditing procedures. The Audit Committee also reviews management's evaluation of the auditors' independence and submits to the Board of Directors its recommendations on the appointment of auditors. The members of the Audit Committee are Gérard Limoges, Chairman, Yvon Bolduc and Yves Julien, all of whom are "independent" within the meaning of applicable Canadian securities laws.

Audit Committee Charter
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Position description of the Chairman of the Audit Committee
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Corporate Governance, Nominating and Compensation Committee

The Corporate Governance, Nominating and Compensation Committee assists the Board of Directors in developing the Corporation's approach towards questions relating to corporate governance and assessing the Board and its Committees' efficacy. The Committee also assists the board in assuming its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning. The members of the Corporate Governance, Nominating and Compensation Committee are Jacques Gauthier, Chairman, Alain Bouchard, Claude Lamoureux and Carole St-Charles.

Mandate of the Corporate Governance, Nominating and Compensation Committee
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Position description of the Chairman of the Corporate Governance, nominating and Compensation Committe
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Financial Matters-Whistleblower Program

Our commitment

Atrium Innovations Inc. and its subsidiaries (the “Company”) are committed to preserving the reputation of the Company for integrity and excellence and conducting the businesses and activities of the Company honestly and ethically and in compliance with applicable laws, rules and regulations.
Atrium Innovations Inc. is responsible for and committed to provide accurate and reliable financial reporting. To support that goal, we have established this communication channel for employees and other stakeholders to report, on a voluntary basis, their concerns regarding the integrity of Atrium Innovations Inc. accounting, internal accounting controls or auditing matters (Financial Matters).

A Code of ethical conduct was adopted by the Board of Directors of Atrium Innovations.

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EthicsPoint

Atrium Innovations Inc. has selected EthicsPoint, an independent third party supplier, to provide a confidential and anonymous communication channel for reporting concerns about possible violations of the Company Code of ethical conduct (the “Code”) as well as financial and/or accounting irregularities or fraud. Internet Interface is available in French and English and EthicsPoint call center manages more then 100 languages.
All inquiries will be handled promptly and discreetly. In order to make the process of inquiry handling easier, we encourage you to identify yourself. However, you have the right to remain anonymous, and confidentiality will be maintained insofar as is possible. Atrium Innovations Inc. employees will not be penalized, dismissed, demoted or suspended and no retaliatory action will be taken against them for reporting or not, inquiring in good faith about potential breaches of the Code, or for seeking guidance on how to handle suspected breaches.

To make a report

You may use either of the following two methods:

  1. Call 1-866-384-4277 (within Canada or United States)
    Call 0800-1016582 (Germany)
    Call 0800-0226174 (The Netherlands)
  2. Click here and go to www.ethicspoint.com

The Company prefers that human resources issues be handled at the local level. Employees are encouraged to speak with someone in their local management or Human Resources staff, if possible, to try to resolve their issues before filing a report. If the issue has not been addressed after a reasonable amount of time, employees are encouraged to make a report

Data Protection- European Commission

Data collected can eventually be transferred to a country outside of the European Union, but with adequate protection that has been recognised by the European Commission.

Persons accused in a whistleblower report have the right of access and rectification.

Abusive use of the whistleblower program may result in disciplinary and legal actions against the perpetrator, but on the other hand, use of the program performed in good faith, despite the fact that the information may be proven to be inaccurate or may not lead to any pursuit, will exempt its user from any disciplinary actions.