Royal Host will adhere to the highest ethical standards in all of its activities, and all of Royal Hosts directors, officers, employees and consultants are expected to maintain these standards as set forth in our Code of Business Conduct. 

Royal Host Inc. strives to maintain effective governance, and, in this context, has a confidential reporting process known as the Whistleblower Policy. This Policy provides for the confidential receipt, retention and treatment of complaints regarding accounting, internal accounting controls, and other auditing matters.

The Board of Directors (the Board or the Directors) of Royal Host is comprised of five (5) Directors, the majority of whom are independent, including the Chairman.

Royal Hosts Directors have adopted a formal Mandate for the Directors, that states, among other things, the Directors are responsible for the stewardship of Royal Host, including approving its overall strategic direction.

The Board fulfills its responsibilities directly and through the work of the following two committees:

Audit Committee

The members of the Audit Committee (Audit Committee), all of whom are independent, are:

Blair Cook
Scott McCrea
Matthew Towns

The Audit Committee is a standing committee appointed by the Directors to assist the Directors in fulfilling their oversight responsibilities with respect to the Corporation’s financial reporting including responsibility to:

• oversee the integrity of the Corporation’s financial statements and financial reporting process, including the audit process and the Corporation’s internal accounting controls and procedures and compliance with related legal and regulatory requirements;
• oversee the qualifications and independence of the Corporation’s external auditors (who shall report directly to the Audit Committee);
• oversee the work of the Corporation’s financial management and external auditors in these areas; and
• provide an open avenue of communication between the external auditors, the Directors and the senior officers of the Corporation.

The Audit Committee will also review and/or approve any other matter specifically delegated to the Audit Committee by the Board.

Governance and Human Resources Committee

The members of the Governance and Human Resources Committee (Governance and HR Committee), all of whom are independent, are:

Alvin G. Poettcker
Scott McCrea
Matthew Towns

The Governance and HR Committee is a standing committee appointed by the Directors. The Governance and HR Committee’s responsibilities include oversight of Director and Corporate officer and employee remuneration and compensation, oversight of the evaluation of management of the Corporation, including the Chief Executive Officer and reviewing the effectiveness of the Corporation’s human resource development, succession planning and performance evaluation programs.

The Governance and HR Committee is also responsible for overseeing and assessing the functioning of the Directors and the committees of the Directors and for the development, recommendation to the Directors, implementation and assessment of effective governance principles. In addition, the Governance and HR Committee will review and/or approve any other matter specifically delegated to the Governance and HR Committee by the Directors and undertake on behalf of the Directors such other governance initiatives as may be necessary or desirable to enable the Directors to provide effective governance for the Corporation and contribute to the success of the Corporation.