Governance

GOVERNANCE STRUCTURE

Pollard Banknote’s Board of Directors establishes the overall policies for the Company, monitors and evaluates our strategic direction, and retains plenary power for functions not specifically delegated by it to our Committees or to management. The Board of Directors is also responsible for Pollard Banknote’s ESG framework.

The mandate of the Board is to supervise the management of the business and affairs of Pollard Banknote to ensure the best interests of the Company and all our stakeholders are being met. The Charter of the Board of Directors provides the Pollard Banknote Board with policy direction vis-à-vis the authority, structure, and responsibilities of the Board. Our Board is comprised of an equal number of independent directors and Pollard family directors, a commitment to independence and alignment for all shareholders by the Pollard family majority ownership position. 

Pollard Banknote has a number of corporate policies in place to guide and inform ongoing objectives, operations, and strategies that help to ensure we are delivering the highest quality of products and services in a socially responsible manner.

Pollard Banknote’s Code of Business Conduct and Ethics establishes standards of conduct for every director, officer, and employee of Pollard Banknote and its subsidiaries. Since its inception, we have adhered to a strict code of business ethics that promotes fair business practices, a respectful workplace environment, and compliance with the law.

Our Code of Business Conduct and Ethics also lays out the expected fair business practices for Pollard Banknote’s Board of Directors and employees. We deal fairly with our shareholders, customers, suppliers, and others in the industry, while also competing vigorously, but fairly and lawfully, in the marketplace. In our marketing and investor relations activities, we make fair, factual statements and comparisons, and we seek competitive information in an ethical and appropriate manner.

Code of Business Conduct and Ethics

As the shares of Pollard Banknote are traded on the Toronto Stock Exchange, securities laws and stock exchange rules prohibit trading shares on the “basis” of inside information and prohibit the disclosure of undisclosed material information to third parties outside the necessary course of business. Anyone who violates these laws is subject to personal liability and could face criminal charges. In light of the severity of the possible sanctions, Pollard Banknote has instituted a robust Insider Trading Policy to assist in the compliance with the obligations of preserving the confidentiality of material non-public information, and to ensure that all persons who have material non-public information are prohibited from insider trading and tipping. The policy also establishes procedures to ensure the timely filing of insider reports in compliance with applicable securities laws.

In order to maintain our commitment to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls, and audit practices, our Whistle Blowing Policy establishes the proper procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. It also includes the proper procedure for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Any employee of Pollard Banknote or of any of its subsidiaries may submit a complaint regarding accounting or auditing matters, with protection from reprisals, to the management of the Company. Our Audit Committee oversees treatment of employee concerns in this area to ensure that the confidentiality and anonymity is maintained and proper procedures in investigating and dealing with complaints is compliant with the applicable securities laws and regulations. Shareholders with concerns or questions are encouraged, and given direct access to, a lead independent director on our Board of Directors.

140 Otter Street
Winnipeg, Manitoba, Canada
R3T 0M8
Tel: 204.474.2323
Fax: 204.453.1375

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