The Board of Directors of the Company (the "Board") considers good corporate governance to be essential to the fiduciary obligations of the directors to its shareholders and integral to the ongoing good management and development of the Company, and in this connection has developed this Mandate. The Board has determined that in order to effectively manage the Company's affairs, the Company requires between five and eight directors, the majority of whom shall be independent. The Board of Directors visits the operations of the Company and meets in person at least once per year. The Board also holds additional unscheduled meetings by telephone conference call from time to time as business needs require. During the course of a directors’ meeting, if they deem it appropriate, the independent directors may meet in camera.
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The Company's common shares are listed on the New York Stock Exchange (the "NYSE"). Sections 103.00, 303A.00 and 303A.11 of the NYSE Listed Company Manual permit foreign private issuers to follow home country practices in lieu of certain provisions of the NYSE Listed Company Manual. A foreign private issuer that follows home country practices in lieu of certain provisions of the NYSE Listed Company Manual must disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States. A description of the significant ways in which the Company's governance practices differ from those followed by domestic companies pursuant to NYSE standards is as follows:
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Committee Chairs are selected by the Board. The Chair of a committee presides at committee meetings and is responsible to ensure the work of the committee is well organized and conducted in a timely fashion. In performing this role, the Chair must work with the CEO and other Management as well as the members of the committee. The committee Chair, in consultation with his or her committee, the CEO or his or her delegate, will determine the agenda, frequency, and length of the meetings. In addition, the Committee's Charter may stipulate a minimum number of meetings per year.