Corporate Governance Overview
Corporate governance is the process and structure by which a corporation is governed. Diversinet Corp.’s governance objective is to provide a framework to establish a culture of business integrity, accountability and responsible business practices to maintain and promote a strong, competitive company. Diversinet’s Board works with the management team towards this goal, with a focus on maintaining and enhancing long-term shareholder value
Mandate of the Board
The Board of Directors is responsible for the stewardship of Diversinet Corp., and ensuring that the Company is appropriately meeting the needs of all of its stakeholders so that short-term and long-term value to its shareholders is achieved. The complete mandate is detailed below through the link ‘Board of Directors Mandate’.
Board Committees
The Board shall have at least the committees required by the applicable requirements of the Business Corporations Act (Ontario), the stock exchanges on which Diversinet lists its securities and securities regulatory authorities, as adopted or amended and in force from time to time. The standing committees currently include a Governance Committee, a Compensation Committee and an Audit Committee. Each committee is led by, and is composed solely of, non-management directors. Each committee is responsible for the review and oversight of company activities in the areas designated in its charter. The charters are detailed below through the appropriate Charter link.
Corporate Governance Guidelines
The Board has developed corporate governance policies and practices to help it fulfill its responsibilities. These policies are memorialized in the Board of Directors Mandate, to assure that the Board has the necessary authority and practices in place to review and evaluate the Company’s business operations and to make decisions that are independent of the Company’s management. The Board routinely reviews evolving practices to determine those that will best serve the interests of our shareholders. The mandates are subject to future refinement or changes, as the Board finds necessary to achieve these objectives.
Code of Business Conduct and Ethics
Diversinet has adopted a written Code of Business Conduct and Ethics (the “Code”) which governs the behaviour of our directors, officers and employees. The Board, through the Governance Committee, oversees compliance with the Code. Any deviations from or amendments to the Code will be publicly disclosed.
Communications with Board Members
Interested parties, including shareholders and other security holders, may communicate directly with the Board, non-management directors, the Chairman of the Board or any other individual directors by writing to the Board or such individual directors care of the corporate secretary at Diversinet Corp. 2235 Sheppard Avenue East, Suite 1700, Toronto, Ontario M2J 5B5. All correspondence, with the exception of solicitations for the purchase or sale of products and services and other similar types of correspondence, shall be forwarded to the Board, non-management directors, the Chairman of the Board or to the individual directors to whom such correspondence is addressed. In addition, any such communication that relates to accounting, internal accounting controls or auditing matters will also be referred to the chair of the audit committees, if not already addressed to the Chairman.
Corporate Governance Resources
Additional information about Diversinet’s corporate governance practices is available on the following Web pages:
