ClearStream’s Board of Directors is currently comprised of five members: Sean McMaster (Chair), Jordan Bitove, Herbert Fraser Clarke, Karl Johannson, and Dean MacDonald. Based on the definition of “independence” contained in National Instrument 58-101 “Disclosure of Corporate Governance Practices” and a review of applicable factual circumstances, each of the directors is independent, other than Mr. MacDonald who previously served as an executive officer of ClearStream.
The Board of Directors is responsible for the overall stewardship of ClearStream. The primary functions of the Board are to: (i) adopt a strategic planning process designed to achieve ClearStream’s principal objectives; (ii) supervise the management of the business and affairs of ClearStream with the goal of achieving its principal objectives; and (iii) discharge the duties of the Board of Directors imposed by applicable laws. The Board has adopted a written charter that sets out its responsibililties and duties.
Mr. MacDonald has been a member of the Board of Directors of ClearStream since December 2008. He was Executive Chairman of the Board from June 2015 to January 2019. Mr. MacDonald is the former President and Chief Executive Officer of the Corporation, having held those roles from December 2008 to June 2015. He also served as Interim Chief Executive Officer of ClearStream from June 2017 to August 2018.
Mr. Clarke has been a member of the Board of Directors of ClearStream since October 2013. He is the Chair of the Audit Committee.
Mr. Clarke is the President and Chief Executive Officer of Massage Addict Incorporated, a retailer of massage services. He is also currently a board member of Axis Auto Finance Inc.
Mr. Johannson has been a member of the Board of Directors of ClearStream since February 2019. He is the Chair of the Health, Safety and Environment Committee, and the Corporate Governance and Compensation Committee.
Mr. Johannson is a retired businessman with extensive commercial and operational experience in the upstream and midstream market segments, including natural gas and energy pipelines, as well as in electricity generation and specialty chemicals.