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Corporate Governance


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The Board of Directors has overall responsibility for the stewardship of CBM Asia and oversees management of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity and corporate governance.

Committees of the Board of Directors

At present, the Board of Directors of the Company has appointed two committees, being the Audit Committee and the Corporate Governance and Ethics Committee. The Audit Committee is comprised of Clint B. Sharples (Chairman), Scott H. Stevens, and Bradley Field and is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting of the Company, as well as internal controls to achieve the objectives of safeguarding the Company's assets; reliability of information; and compliance with policies and laws. The Corporate Governance and Ethics Committee is comprised of Bradley Field (Chairman), Alan T. Charuk and Clint B. Sharples and is ultimately responsible for establishing policies and practices to monitor, on an ongoing basis, the activities of management and to ensure that the highest standard of ethical conduct is maintained.

Ethical Business Conduct

The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest levels of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives. The principal responsibility of the Corporate Governance and Ethics Committee is to monitor the ethical conduct of the Company to ensure that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Committee is currently in the process of drafting a formal written Code of Business Conduct and Ethics, to be reviewed and adopted by the Board of Directors.

Charter of the Audit Committee of the Board of Directors

Article 1 -- Mandate and Responsibilities

The Audit Committee is appointed by the board of directors of the Company (the "Board") to oversee the accounting and financial reporting process of the Company and audits of the financial statements of the Company. The Audit Committee's primary duties and responsibilities are to:
  1. recommend to the Board the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company;

  2. recommend to the Board the compensation of the external auditor;

  3. oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report of performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;

  4. pre-approve all non-audit services to be provided to the Company or its subsidiaries by the Company's external auditor;

  5. review the Company's financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information;

  6. by satisfied that adequate procedures are in place for the review of all other public disclosure of financial information extracted or derived from the Company's financial statements, and to periodically assess the adequacy of those procedures;

  7. establish procedures for:

    1. the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

    2. the confidential, anonymous submission by employees or the Company of concerns regarding questionable accounting or auditing matters; and

  8. review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

The Board and management will ensure that the Audit Committee has adequate funding to fulfill its duties and responsibilities.

Article 2 -- Pre-Approval of Non-Audit Services

The Audit Committee may delegate to one or more of its members the authority to pre-approve non-audit services to be provided to the Company or its subsidiaries by the Company's external auditor. The pre-approval of non-audit services must be presented to the Audit Committee at its first scheduled meeting following such pre-approval.

The Audit Committee may satisfy its duty to pre-approve non-audit services by adopting specific policies and procedures for the engagement of the non-audit services, provided the policies and procedures are detailed as to the particular services, the Audit Committee is informed of each non-audit service and the procedures do not include delegation of the Audit Committee's responsibilities to management.

Article 3 -- External Advisors

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the external auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at the Company's expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties.

Article 4 -- External Auditors

The external auditors are ultimately accountable to the Audit Committee and the Board, as representative of the shareholders. The external auditors will report directly to the Audit Committee. The Audit Committee will:
  1. review the independence and performance of the external auditors and annually recommend to the Board the nomination of the external auditors or approve any discharge or external auditors when circumstances warrant;

  2. approve the fees and other significant compensation to be paid to the external auditors;

  3. on an annual basis, review and discuss with the external auditors all significant relationships they have with the Company that could impair the external auditors' independence;

  4. review the external auditors' audit plan to see that it is sufficiently detailed and covers any significant areas of concern that the Audit Committee may have;

  5. before or after the financial statement are issued, discuss certain matters required to be communicated to audit committees in accordance with the standards established by the Canadian Institute of Chartered Accountants;

  6. consider the external auditors' judgements about the quality and appropriateness of the Company's accounting principles as applied in the Company's financial reporting;

  7. resolve any disagreements between management and the external auditors regarding financial reporting

  8. approve in advance all audit services and any non-prohibited non-audit services to be undertaken by the external auditors for the Company; and

  9. receive from the external auditors timely reports of:

    1. all critical accounting policies and practises to be used;

    2. all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditors; and

    3. other material written communications between the external auditors and management.

Article 5 -- Legal Compliance

On at least an annual basis, the Audit Committee will review with the Company's legal counsel any legal matters that could have a significant impact on the organization's financial statements, the Company's compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies.

Article 6 - Complaints

Individuals are strongly encourages to approach a member of the Audit Committee with any complaints or concerns regarding accounting, internal accounting controls or auditing matters. The Audit Committee will from time to time establish procedures for the submission, receipt and treatment of such complaints and concerns. In all cases the Audit Committee will conduct a prompt, thorough and fair examination, document the situation and, if appropriate, recommend to the Board appropriate corrective action.

To the extent practicable, all complaints will be kept confidential. The Company will not condone any retaliation for a compliant made in good faith.