Attached files
| file | filename |
|---|---|
| 10-K - Stagwell Inc | v176557_10k.htm |
| EX-21 - Stagwell Inc | v176557_ex21.htm |
| EX-23 - Stagwell Inc | v176557_ex23.htm |
| EX-12 - Stagwell Inc | v176557_ex12.htm |
| EX-32.2 - Stagwell Inc | v176557_ex32-2.htm |
| EX-31.1 - Stagwell Inc | v176557_ex31-1.htm |
| EX-32.1 - Stagwell Inc | v176557_ex32-1.htm |
| EX-31.2 - Stagwell Inc | v176557_ex31-2.htm |
| EX-10.14.1 - Stagwell Inc | v176557_ex10x14-1.htm |
| EX-10.12.6 - Stagwell Inc | v176557_ex10x12-6.htm |
| EX-10.14.2 - Stagwell Inc | v176557_ex10x14-2.htm |
| EX-10.12.5 - Stagwell Inc | v176557_ex10x12-5.htm |
Exhibit
14.1
The Place Where
Great Talent Lives
MDC
PARTNERS INC.
CORPORATE GOVERNANCE
GUIDELINES
(Amended
May 2009)
MDC Partners Inc. is governed by
applicable law (both in Canada, as a Canadian corporation, and in the United
States, as a “U.S. issuer” under U.S. securities laws), a firm commitment to
moral values and ethical business practices, and comprehensive corporate
governance policies adopted by the Board of Directors, including specific
charters for all committees of the Board and a Code of
Conduct. Collectively, these corporate governance policies, charters,
applicable law, and values constitute the corporate governance framework of MDC
Partners. The Board intends that these Guidelines serve as a
framework within which the Board may conduct its business, not as a set of
binding legal obligations.
I. Responsibilities of the
Board of Directors.
The primary responsibility of the Board
of Directors is to advance the interests of the Company’s shareholders by
creating a valuable long-term business. The Board believes that this
mission is best served by establishing a corporate culture of accountability,
responsibility and ethical behavior through the careful selection and evaluation
of senior management and members of the Board, and by carrying out the Board’s
responsibilities with honesty and integrity.
|
A.
|
Fiduciary
Duty. Directors have a fiduciary duty to exercise their
business judgment in the best interests of MDC
Partners. Directors must perform their duties as Directors,
including their duties as members of committees, in good faith and with
that degree of care, diligence and skill as a reasonable
person. Directors must maintain the confidentiality of MDC
Partners’ non-public information and abide by applicable
law.
|
|
B.
|
Responsibilities of
the Board. The business and affairs of MDC Partners are
managed under the direction of the Board. The Board shall
review and approve MDC Partners’ broad policies, strategic direction and
overall priorities. The specific duties of the Board, which may
be performed through its Committees,
include:
|
|
1.
|
reviewing
and approving fundamental financial objectives and business
strategies;
|
|
2.
|
selecting,
evaluating and compensating the CEO, and providing counsel and oversight
on the selection, performance and compensation of other executive
officers;
|
|
3.
|
annually
electing the executive officers of MDC
Partners;
|
|
4.
|
monitoring
management performance and recommending
improvements;
|
|
5.
|
reviewing
and approving major actions of MDC Partners,
including
|
|
a.
|
decisions
on major strategic initiatives and direction of MDC
Partners;
|
|
b.
|
acquisitions
and divestitures of subsidiaries or businesses;
and;
|
|
c.
|
determining
parameters for delegation of authority to officers to engage in
transactions.
|
|
6.
|
ensuring
that processes and controls are implemented for maintaining the integrity
of MDC Partners and compliance with applicable
legal requirements; and
|
|
7.
|
reviewing
material risks that MDC Partners faces and identifying methods to monitor,
mitigate or manage those risks.
|
|
C.
|
Required Meeting
Attendance. Each Director is expected to prepare for,
attend and participate in all regularly scheduled and specially called
Board meetings, and absent special circumstances, must attend at least
seventy-five percent (75%) of such
meetings.
|
|
D.
|
Strategic
Planning. The
Board shall hold at least one full day strategic planning meeting per
year, and management should prepare quarterly reviews of progress made in
implementing the annual strategic plan. The timing and agenda
of the strategic planning meeting will be determined by the Chairman and
the CEO, in consultation with the Presiding Director. Where
possible, the strategic planning meeting should be scheduled well in
advance as part of the annual Board
schedule.
|
|
E.
|
Access to Employees
and Advisors. Directors shall have complete access to
corporate management of the Company and its affiliates at all
times. At the invitation of the Board, members of senior
management recommended by the Chairman and CEO, or Presiding Director, may
attend Board meetings or portions thereof for the purpose of making
presentations or participating in discussions. In addition, as
necessary and appropriate, Directors will have full access to the
Company’s independent advisers, including legal counsel and independent
auditors. Directors will use their judgment to ensure that any
such contact is not disruptive to the business operations of the Company
and will, to the extent appropriate, provide the CEO with a copy of any
written communications between a director and an officer or employee of,
or adviser to, the Company.
|
Page 2 of
12
In discharging their obligations,
directors should be entitled to rely on the honestyand integrity of the
Company’s senior executives and its outside advisors andauditors.
|
II.
|
Board Composition;
Meetings.
|
|
A.
|
Size of Board and Selection
Process. Directors are elected each year by MDC
Partners’ shareholders at the annual meeting of shareholders, or by
appointment by the Board. The Nominating and Corporate
Governance Committee recommends nominees for election by the shareholders
or appointment by the Board, pursuant to the Bylaws. In the
event a vacancy occurs on the Board between annual meetings, the Board may
fill such vacancy until the next annual meeting of
shareholders. The Nominating and Corporate Governance Committee
will evaluate potential nominees to fill vacancies and make
recommendations to the Board.
|
|
1.
|
Size of
Board.
It is the policy of the Board that the number of directors be not less
than three, as required by the Company's By-Laws, and no more than a
number that can function effectively and efficiently as a
body. The Board presently has nine members. It is
the general sense of the Board at this time that, absent special
circumstances, the size of the Board should be in the range of eight to
ten Directors. The Board
will periodically review the size of the Board based on recommendations of
the Nominating and Corporate Governance
Committee.
|
|
2.
|
Board Membership
Qualifications. The Board shall be composed of a
majority of independent directors with a diverse range of experience,
talent, expertise and occupational or related professional
backgrounds. The Nominating and Corporate Governance Committee
reviews the background and qualifications of those individuals who are
chosen for consideration, including the following attributes and criteria
of candidates: experience, skills, expertise, diversity,
personal and professional integrity, character, business judgment, time
availability in light of other commitments, dedication, conflicts of
interest and any other relevant factors deemed appropriate. The Nominating
and Corporate Governance Committee also reviews the suitability of each
Board member for continued service as a director when that member’s term
expires or that member experiences a significant change in status (for
example, a change in employment).
|
|
3.
|
Majority
Voting. If a nominee who has been nominated by the Board
of Directors receives, in an uncontested election, a number of votes
“withheld” from his or her election that is greater than the number of
votes cast “for” the election of the Director, such Director shall offer
to resign from his or her position as a Director. Unless the
Board decides to reject the offer or to postpone the effective date of the
offer, the resignation shall become effective 60 days after the date of
the election. In making a determination whether to reject the
offer or postpone the effective date, the Board of Directors shall
consider all factors it considers relevant to the best interests of the
Company.”
|
Page 3 of
12
|
4.
|
Canadian
Residency. At least 25% of the Directors shall be
Canadian residents.
|
|
B.
|
Independent
Directors. A majority of the Directors shall be
“independent” as provided for in these Corporate Governance Guidelines and
as required by applicable law and the listing standards of NASDAQ and the
Toronto Stock Exchange, if
applicable.
|
|
C.
|
Chairman
of the Board; Presiding Director
|
|
1.
|
Chairman of the
Board. The Board will annually elect a Chairman of the
Board from among the directors to preside over meetings of the
shareholders and of the Board.
|
|
2.
|
Offices of Chairman of
the Board, CEO and President. The Board may, in its
discretion, separate or combine the offices of Chairman of the Board, CEO
and President of the Company.
|
|
3.
|
Presiding
Director. The independent directors shall appoint a
Presiding Director in order to strengthen the independence and the role of
the independent directors. The duties of the Presiding Director
are as follows:
|
|
a)
|
Preside
at Board meetings in the absence of the Chairman of the Board, or upon
designation by a majority of
directors;
|
|
b)
|
Preside
at executive sessions or other meetings of the independent
directors;
|
|
c)
|
Serve
as the principal liaison between non-management directors and the CEO and
other management, particularly with respect to sensitive
matters,
|
|
d)
|
Recommend
the retention of consultants, legal, financial, or other professional
advisors who are to report directly to the
Board;
|
|
e)
|
Consult
with the Chairman of the Board as to agenda items for Board and Committee
meetings; and
|
|
f)
|
Coordinate
with committee chairs in the development and recommendations relative to
Board and Committee meeting
schedules.
|
|
D.
|
Board
Meetings.
|
|
1.
|
Selection of Agenda
Items. Upon consultation with the Presiding Director,
the Chairman of the Board and CEO will establish the agenda for each Board
meeting. Any director may request, without restriction, the
addition of specific agenda items. The Chairman of the Board
and CEO annually will prepare a list of items and a calendar of meetings
at which such items will be presented for the coming year. Not
later than the regular November meeting, the Chairman of the Board and CEO
will present this proposed schedule and will solicit any additional items
from directors. Special items will be placed on the agenda
throughout the year as needed.
|
Page 4 of
12
|
2.
|
Scheduling Board
Meetings. Upon consultation with the Presiding Director,
the Chairman of the Board and CEO shall determine the frequency, location
and time requirements for regularly scheduled Board
meetings. Special meetings of the Board may be called in
accordance with the Company’s
Bylaws.
|
|
3.
|
Board Materials
Distributed in Advance. The Board and senior management strongly
believe that interactive meetings with two-way dialogue between the Board
and management are far more productive than pure presentations by
management. Accordingly, background information and other information that
is important to the Board’s understanding of the Company’s business prior
to any presentation at the meeting should be distributed to the Board
members within a reasonable period of time prior to the Board
meeting. The Board is expected to have read all materials
distributed in advance of the meeting, so that an interactive approach is
possible and meaningful.
|
|
4.
|
Executive
Sessions. The independent directors shall meet in
executive session at regularly scheduled Board meetings, with or without
such other persons as they deem appropriate. The Presiding
Director shall be chair of the executive session
meetings.
|
|
5.
|
Regular Communications
with the Board. Senior management will provide information and data
on a regular basis to assist the Board in better understanding the
Company’s business activities and performance. This information
and data may include information related to the Company, its operations,
key performance indicators and other metrics, the Company’s competitors,
current or pending legislation and regulatory matters, and securities
analysts’ reports. This information and data should be as
current as practicable. Upon request, a director will be provided
supplemental information that, in the director’s sole judgment, is
necessary or useful in fulfilling the director’s
responsibilities.
|
|
6.
|
Committees of the
Board. The three standing committees of the
Board are: the Audit Committee, the Nominating and Corporate
Governance Committee, and the Human Resources & Compensation
Committee.
|
|
a.
|
Primary Committee
Responsibilities.
|
|
i.
|
Audit
Committee. To assist the Board in its oversight
responsibilities with respect to: (1) the selection and
evaluation of the Company’s independent auditors, and fees related
thereto; (2) the independent auditor’s qualifications and independence;
(3) the review and approval of the Company’s quarterly and annual
financial statements; (4) oversight and monitoring of the Company’s other
financial disclosures; (5) the Company’s compliance with legal and
regulatory requirements; and (6) oversight of the financial reporting
processes and internal control policies and
procedures.
|
Page 5 of
12
|
ii.
|
Nominating and
Corporate Governance Committee. To assist the Board in
its oversight responsibilities with respect to: (1) identifying
and reviewing qualifications of individuals being considered as new
directors; (2) selecting and recommending to the Board the director
nominees for election by the shareholders or appointment by the Board; (3)
developing and refining processes for evaluating the performance of the
CEO, Board and individual directors; and (4) developing and implementing
the Company’s corporate governance principles to ensure that they are
appropriate for the Company.
|
|
iii.
|
Human Resources &
Compensation Committee. To assist the Board in its
responsibilities with respect to (1) management development and succession
planning; (2) executive compensation; (3) production of an annual report
on executive compensation for inclusion in the Company’s proxy statement;
and (4) administration and review of the Company’s incentive-based and
equity-based compensation plans.
|
|
b.
|
Charters. Each
standing committee will operate under a charter approved by the
Board. Each committee will review its charter at least
annually, and will submit any changes to the Board for
approval.
|
|
c.
|
Assignment and
Rotation of Committee Members. The Chairman of the Board
and the Presiding Director, with consideration of the desires and
experience of individual Board members, will recommend committee
assignments to the Nominating and Corporate Governance
Committee. After review of the recommendations, the Nominating
and Corporate Governance Committee will submit the proposed assignments to
the full Board for approval. The Board will make committee
assignments following the annual shareholders
meeting. Each independent director will serve on at least
one committee.
|
|
d.
|
Committee Meeting
Schedules. The chair of each committee shall determine
the frequency, location and time requirements for regularly scheduled
committee meetings.
|
|
e.
|
Committee Meeting
Agendas. The chair of each committee will prepare an
annual schedule of all recurring items to be considered by the
committee. Special items may be placed on the agenda throughout
the year as the committee chair determines, after consultation with other
committee members.
|
|
f.
|
Reports to the
Board. Each committee chair will report on committee
business at the next scheduled Board meeting following the committee
meeting.
|
|
g.
|
Independence of
Committee Members. Only “independent directors” will
serve on the Audit Committee, the Nominating and Corporate Governance
Committee, and the Human Resources & Compensation
Committee.
|
Page 6 of
12
|
III.
|
Governance Policies
and Practices.
|
|
A.
|
Legal
Compliance and Ethical Conduct.
|
|
1.
|
The
Board approves the Company’s Compliance Program, which is comprised of the
Company’s values and Code of Conduct. The Code of Conduct
represents a framework for decision-making, and is an expression of the
Company’s core values and requirements regarding business
conduct.
|
|
2.
|
The
Board expects MDC Partners’ Directors, as well as all officers and
employees, to act ethically at all times in accordance with the Code of
Conduct and their duty of loyalty to MDC Partners. The Board
will not waive any ethics policy for any Director or executive
officer.
|
|
3.
|
To
maintain independence of the Board, all Directors are required to deal at
arm’s length with MDC Partners and to disclose to the Company’s General
Counsel any circumstance material to the Director that might be perceived
as a conflict of interest, the taking of a corporate opportunity or a
violation of the Code of Conduct.
|
|
4.
|
The
Company will not make any personal loans or extensions of credit to
Directors or executive officers. The Company’s Directors
and officers shall not agree to, or accept, any loan or extension of
credit from the Company or any entity in which the Company has an equity
interest.
|
|
5.
|
The
Company’s independent Directors shall review in advance, and approve (or
reject), all proposed related party transactions with any director or
nominee, officer, holder of more than 5% of any class of the Corporations
voting securities or any family member of the foregoing
persons.
|
|
B.
|
Evaluation
of CEO and Senior Management; Service on Other
Boards.
|
|
1.
|
The
independent directors of the Company, acting collectively, will conduct a
performance evaluation of the CEO annually. The results of the
CEO evaluation will identify strengths and areas of improvement, and will
provide input for evaluation of CEO compensation by the Human Resources
& Compensation Committee. The Chairs of the Human Resources &
Compensation Committee and the Nominating and Corporate Governance
Committees, and the Presiding Director, will review the CEO evaluation
with the CEO personally, and report to the Board on follow-up
items.
|
|
2.
|
The
CEO and President will conduct performance evaluations of senior
management annually and review the results of such evaluations with the
Human Resources & Compensation
Committee.
|
|
3.
|
The
CEO and all other executive officers shall obtain the approval of the
Nominating and Corporate Governance Committee prior to accepting an
invitation to serve on the board of another public company, a
privately-held company, or a not-for-profit organization that would
require a substantial commitment of time. Generally, it is
believed that such outside directorships should be limited to no more than
two.
|
Page 7 of
12
|
C.
|
Annual
Performance Evaluation of the Board and its
Committees.
|
The Board believes an annual
self-evaluation process serves to enhance the performance of the Board and its
committees. The Nominating and Corporate Governance Committee will
design and lead the Board evaluation process. Directors will be
requested to provide assessments of the Board and its overall effectiveness, and
to evaluate the performance of individual directors. Additionally,
each committee will perform an annual self-evaluation of its overall performance
and report the results to the Nominating and Corporate Governance Committee,
which will present a consolidated report to the Board on each committee’s
effectiveness.
|
D.
|
Stock
Ownership Guidelines
|
|
1.
|
Stock Ownership by
Executive Officers. The Board believes that stock
ownership by senior executives, those who earn $200,000 or more annually
in compensation (base salary + cash bonus), strengthens their commitment
to the future of the Company and further aligns their interests with
shareholders. Effective April 30, 2009, the
Board has set stock ownership guidelines for all senior
executives commensurate with their level of seniority and base
salary. Such ownership guidelines are as
follows:
|
|
a)
|
Open
market purchases. Beginning in January 2010, all senior executives shall
be required to spend at least 5% of their annual incentive cash bonus by
purchasing shares of MDC stock in the open
market.
|
|
b)
|
Stock
ownership. Five (5) times base salary for the CEO; four (4) times base
salary for the President and Chief Financial Officer; three (3) times base
salary for all Managing Directors, the General Counsel and the Chief
Accounting Officer; and two (2) times base salary for all senior
executives. Compliance with such stock ownership guidelines is
expected by the later of four years from the applicable date of initial
election as an officer, or April 1,
2010.
|
|
c)
|
Restrictions on sale
of vested shares. Effective April 30, 2009, no executive
officer may sell any shares of MDC stock that he or she owns or received
in connection with any equity incentive award received after November 1,
2007, unless he or she is in compliance with MDC’s Stock Ownership
Guidelines; provided, however, that executives may elect to have shares
withheld by MDC in order to satisfy tax withholding requirements at time
of vesting.
|
|
d)
|
Valuation
of individual equity holdings. For purposes of determining the value of
MDC equity incentive awards held by management, “value” will be calculated
as follows:
|
Page 8 of
12
|
i.
|
MDC
Stock purchased by an executive officer in the open market will be valued
at the greater of the executive’s cost basis and the current market price
per share.
|
|
ii.
|
MDC’s
Chief Financial Officer shall assign an appropriate value to all vested
SARS and options.
|
|
iii.
|
MDC’s
Chief Financial Officer shall maintain a summary of each executive
officer’s stock ownership holdings (including current valuation) in order
to assess compliance with MDC’s Stock Ownership
Guidelines.
|
|
2.
|
Non-Employee Director
Equity Ownership. Effective May 1, 2009, the Board has also set
stock ownership guidelines for independent
directors:
|
|
a.
|
Open
market purchases over 5 –year period. During the 5-year period ending on
December 31, 2009, all directors must have purchased at least 10,000
shares of MDC Class A stock in the open
market.
|
|
b.
|
Open
market purchases using proceeds of fees. Commencing January 1, 2010, each
independent director must spend at least 10% of the aggregate amount of
his or her director fees each year to purchase shares of MDC Class A stock
in the open market.
|
|
c.
|
Compliance
with guidelines. MDC’s Chief Financial Officer shall maintain a summary of
each director’s stock ownership holdings in order to assess compliance
with MDC’s Stock Ownership Guidelines. For purposes of determining the
value of MDC equity incentive awards held by directors, “value” will be
calculated as follows: MDC Stock purchased in the open market will be
valued at the greater of the director’s cost basis and the current market
price per share.
|
|
d.
|
Current
stock ownership guidelines (2006). Effective March 6, 2006, the Board has
also set stock ownership guidelines for independent directors, which are
an appropriate multiple of the annual retainer amount paid by the Company
to its independent directors. Such ownership guidelines for
independent directors are three (3) times the annual retainer amount paid
by the Company. Compliance with such stock ownership guidelines
for current directors is expected by April 1, 2011, and within five years
from the date of election to the Board for newly appointed
directors
|
|
|
3.
|
Limit on Annual Grants
under Equity Plans. The Human Resources &
Compensation Committee will limit annual grants of equity awards to
executive officers of the Company to an aggregate amount equal to not more
than three percent (3%) of the issued and outstanding shares of the
Company’s capital stock.
|
Page 9 of
12
E.
Director Compensation; Board Service Policies.
|
|
1.
|
Director
Compensation. Director compensation will be determined
by, among other things, a review of director compensation plans at
comparable publicly-traded companies. The Human Resources &
Compensation Committee, from time to time, shall recommend to the Board
the level and type of director compensation. The Board believes
that equity should be a component of director
compensation. Employee directors will not receive any cash or
equity compensation for service as a
director.
|
|
|
2.
|
Board Service
Policies. The Board has established Board service
policies to further improve the effectiveness of the Board and its
committees. As such, it is expected that each director will
comply with the following policies:
|
|
a.
|
Attendance.
Regularly scheduled Board and committee meeting dates are established not
less than one (1) year in advance of the meetings to avoid conflicts with
existing commitments of directors. Directors are expected to
attend meetings in person unless the meeting has been scheduled to be held
by telephone.
|
|
i.
|
Regular and Special
Meetings. Directors are expected to attend regularly
scheduled Board and committee meetings and to use their reasonable best
efforts to attend special Board and committee meetings. Directors are also
expected to attend the Company’s annual general meeting of shareholders,
provided that a director who is unable to attend such a meeting is
expected to notify the Chairman of the Board in advance of such annual
shareholders’ meeting.
|
|
ii.
|
Absences. Directors
should inform the committee chair or Chairman of the Board in advance of
any expected absence and the reason therefore. If feasible,
directors should discuss with the Chairman of the Board the major subjects
to be presented at the meeting.
|
|
iii.
|
Absentee Rate
Disclosure. In the event that a director’s absentee rate
must be disclosed in the Company’s proxy statement (i.e., the director’s
absences are greater than 25%), there is a presumption that the director
is unable to participate fully in the responsibilities of director and
will not stand for re-election. The Board may consider unique
circumstances and waive this
presumption.
|
|
b.
|
New Director
Orientation. Newly appointed or elected directors shall
attend an orientation session conducted by the Company to familiarize
themselves with the Company’s business, strategies, significant financial,
accounting and risk management issues, Code of Conduct and senior
management team.
|
|
c.
|
Director Continuing
Education. The Board believes that the effectiveness of
its oversight responsibilities is enhanced by director participation in
specialized education programs that focus on corporate governance,
director education, accounting, finance, and other relevant
topics. The Company will pay seminar tuition and related travel
expenses. The Nominating and Corporate Governance Committee
will maintain current information on available programs and will report to
the Board on participation by
directors.
|
Page 10
of 12
|
d.
|
Change in Status or
Occupation. Each independent director should inform the
Presiding Director and the Chairman of the Board of any principal
occupational change, including retirement, as promptly as practicable
after such change, and should volunteer to resign from the
Board. The Nominating Corporate Governance Committee will
review the change in status and make its recommendation to the Board for
action, if any.
|
|
e.
|
Notification of
Changes in Board Service. Each independent director
should inform the Presiding Director and the Chairman of the Board of any
change in other boards of directors on which the director sits, including
such director’s service on an additional board. In addition,
each independent director should inform the Presiding Director and the
Chairman of the Board of any change in such director’s service on
committees of other boards on which the director
sits.
|
|
f.
|
Notification of
Certain Transactions. Each independent director should
promptly inform the Chair of the Audit Committee and the Chairman of the
Board of any direct or indirect relationship, including between the
director (or an affiliate or immediate family member of the director) and
the Company, whether proposed or existing, that could affect the
independence of the director (including the independence requirements
under SEC regulations and NASDAQ listing standards, and including audit
committee independence standards).
|
|
g.
|
Retirement
Age. Each director will be expected to retire from the
Board immediately after the first Annual Meeting of Shareholders following
attainment of age 75, although exceptions may be made on a case-by-case
basis upon a determination by the Board of Directors, in consultation with
the Nominating and Corporate Governance
Committee.
|
F.
Shareholder Communications with Presiding Director & Audit Committee
Chair.
|
1.
|
Communications with
the Presiding Director. Shareholders who have concerns
regarding the Company that pertain to matters other than accounting,
internal accounting controls or auditing matters can communicate
confidentially with the Company’s Presiding Director by writing
to: MDC Partners Inc., 950 Third Ave., New York, NY 10022
(Attn: Presiding Director). Mail sent to this address will be
forwarded, unopened, by the Corporate Secretary to the Presiding
Director.
|
|
2.
|
Communications with
the Chair of the Audit Committee: Shareholders who have
concerns that pertain to matters concerning accounting, internal controls
or auditing matters can communicate confidentially with the Company’s
Chair of the Audit Committee by writing to: MDC Partners Inc.,
950 Third Ave., New York, NY 10022 (Attn: Presiding
Director). Mail sent to this address will be forwarded,
unopened, by the Corporate Secretary to the Audit Committee
Chairman.
|
|
3.
|
Communications via
“Alertline”. The Company has established a Whistleblower
Policy via a toll-free number (1-800-886-2375), or
“Alertline”, for all employees, shareholders or others to report any
violations of the Company’s Code of Conduct or policies. This
Alertline is staffed by trained communication specialists who do not work
for MDC Partners or any affiliate. The specialists will ask a
series of questions to better understand the nature of the
concern. A report will then be prepared and forwarded to MDC
Partners’ General Counsel and Audit Committee Chairman for review and
investigation, if appropriate.
|
Page 11
of 12
G. Public
Communications.
The Board believes that senior
management speaks for the Company. The Chairman and CEO are
responsible for establishing effective communications with the Company's
stakeholder groups; i.e., shareholders, clients, employees, creditors,
governmental agencies and business partners. Individual directors
may, from time to time, meet or otherwise communicate with various
constituencies that are involved with the Company, but it is expected that Board
members would do so only with the knowledge of senior management and, in most
instances, at the request of management. The Board deliberates and
takes action as a group and as a single entity, not as separate
individuals.
The
proceedings and deliberations of the Board, as well as all information received
in connection with service on the Board, shall be kept confidential by the
Directors.
H. Access to Professional
Advisors.
The Board will have the sole authority
to retain, at the Company’s expense, independent compensation consultants,
expert advisors or other professionals, as the Board deems necessary to fulfill
its responsibilities, without obtaining the approval of any officer of the
Company in advance. The Board will have sole authority to approve the
fees of any such consultants, advisors or other professionals, and other terms
of retention.
I. Shareholder
Proposals.
All
shareholder proposals properly submitted (under the Company’s By-Laws and
applicable law or regulation) in connection with the Company’s annual proxy
statement will be referred to and evaluated by the independent Committee most
knowledgeable about the subject matter of the proposal. The reviewing
Committee may retain counsel or other advisors of its choosing to assist in its
evaluation of the proposal. If the proposal is required or otherwise
appropriate for inclusion in the Company’s proxy statement, the Board will
include its recommendation and rationale with respect to the proposal in the
Company’s proxy statement and management information circular.
Page 12 of
12