Corporate Governance

  • Corporate Responsibility

Board of Directors

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.  

Committees of the Board of Directors

The Board of Directors has established the following committees:  Audit Committee; Corporate Governance and Compensation Committee; and Health, Safety and Environment Committee.

The Audit Committee is currently comprised of three members:  Herbert Fraser Clarke (Chair), Karl Johannson and Sean McMaster.  The primary function of this Committee is to assist the Board in fulfilling its oversight responsibilities relating to the financial information that will be provided to shareholders and others, the systems of internal controls and the audit and financial reporting process.


The Audit Committee is currently comprised of three members:  Herbert Fraser Clarke (Chair), Karl Johannson and Sean McMaster.  The primary function of this Committee is to assist the Board in fulfilling its oversight responsibilities relating to the financial information that will be provided to shareholders and others, the systems of internal controls and the audit and financial reporting process.

The Corporate Governance and Compensation Committee is currently comprised of three members:  Jordan Bitove (Chair), Herbert Fraser Clarke and Sean McMaster.  The primary function of this Committee is to assist the Board in fulfilling its oversight responsibilities relating to: (i) ClearStream’s overall approach to corporate governance, including corporate governance policies and practices and identifying candidates for election as directors; and (ii) ClearStream’s compensation strategy, policies and programs.

The Health, Safety and Environment Committee is currently comprised of three members:  Karl Johannson (Chair), Jordan Bitove and Dean MacDonald.  The primary function of this Committee is to assist the Board in fulfilling its oversight responsibilities relating to the establishment of appropriate health, safety and environment policies and procedures and compliance with applicable legal obligations in these areas.