Corporate Governance
Viterra has a comprehensive corporate governance framework in place to help ensure that the Company is governed and managed in full compliance with all applicable laws. The Company continually reviews corporate governance practices recommended by securities regulators and various corporate governance organizations, and includes those practices which it considers appropriate within its corporate governance framework.
Board of Directors
The cornerstone of Viterra’s corporate governance structure is its experienced
Board of Directors. Our committed board members meet regularly (at least once each quarter) and are independent, with the exception of the President and Chief Executive Officer. Directors also comprise the membership of the Board's four committees. Those on the Board’s
Nominating and Corporate Governance Committee identify individuals qualified to become Board members and recommend the corporate governance principles applicable to Viterra.
The Audit Committee oversees the accuracy and reliability of the Company’s financial reporting, while members of the
Human Resources and Compensation Committee review and align compensation and human resources philosophies, plans, policies and issues with the Company’s business strategy. Viterra’s Board also has a
Safety, Health, Environment and Sustainability Committee that makes recommendations to Viterra’s Board of Directors on the Company’s policies, standards and practices with respect to safety, health, the environment and other aspects of sustainability affecting the Company. The Mandates of the Board and all Board Committees were substantially revised in June 2011 in order to reflect current regulatory requirements and governance appropriate for a growing global corporation.
Viterra’s Code of Business Conduct
Everyone at Viterra, including the Company’s directors, executives, managers and employees, is also required to abide by strict standards of honesty and integrity outlined in our
Code of Business Conduct. Among other things, this code sets out Viterra’s standards for ethical business dealing in the areas of legal compliance, the maintenance of safe and healthy workplace environments, conflicts of interest, confidential information, insider tipping and trading and the proper use of company assets.
Risk Management
Managing risk is one of the fundamental responsibilities of all companies. At Viterra it is a top priority. Successful risk management requires a prudent balance between risk, return and the cost of control to support Viterra's mission, vision and strategy with a goal to maximize the value from the risks we assume. Corporate risk at Viterra is managed on a proactive, explicit basis through the identification and mitigation of risks within an Enterprise Risk Management ("ERM") framework. For an in-depth discussion of Viterra’s "Risks and Risk Management," please visit page 37 of
Viterra’s 2011 Annual Report.
To learn more about Viterra’s detailed regulatory disclosure regarding Corporate Governance, please see our most recent
Management Information Circular.
2012-05-08
