Inmet's board of directors is responsible for the stewardship of Inmet’s business and affairs. Its main role is to oversee corporate performance and to ensure that management continues to operate with professionalism, integrity and the right talent so Inmet can successfully execute its strategic plans and achieve its corporate objectives.

We’ve identified seven key elements that play a critical role in keeping our board effective:

Mandate

The board operates under a written mandate that sets out the key responsibilities for fulfilling this role.

Independence

The board has determined that eight of our nine directors are independent, which means they are independent of management and free from conflict of interest. According to our board, a director is independent if he or she does not have a direct or indirect material relationship with Inmet.

The only director who is not independent is Richard Ross, the Chairman and Chief Executive Officer. Time is set aside at each board meeting for independent directors to meet without the Chairman and CEO present, and these sessions are led by the lead director. All of our board committees are made up of independent directors.

Lead director

The board has established the role of lead director because the Chairman and CEO is not independent. The main role of the lead director is to ensure that the board operates independently of management and that directors have a contact in a leadership role who is independent. David Beatty, chair of our corporate governance and nominating committee, is our lead director. Mr. Beatty is also managing director of the Canadian Coalition for Good Governance.

Share ownership

We believe that our directors should invest in Inmet. Within five years of joining the board, all of our directors are required to own at least three times the amount of their annual retainer in Inmet shares. They receive at least of half of their annual retainer in deferred share units, which they can redeem for common shares of Inmet when they are no longer on the board.

Active participation

We have clear expectations for Inmet's board and its directors, and established an annual process to make sure both are effective. See our board mandate and statement of expectations for our directors.

Regular evaluation

The corporate governance and nominating committee evaluates the effectiveness of the board and its committees using an annual survey to assess the overall effectiveness of the board and its committees and Inmet's corporate governance practices. It also uses a combination of surveys or interviews to solicit feedback from individual directors to help them enhance their contributions. The committee also maintains a skills matrix as a reference tool for the ongoing assessment of the composition of the board to ensure diversity.

Orientation and continuing education

Our orientation process for new directors may include a combination of written materials, one-on-one meetings with senior management, site visits and other briefings and training, as appropriate. We also provide each director with a board handbook that includes relevant corporate and business information (such as Inmet's public disclosure documents and written policies and guidelines) to orient and assist directors in fulfilling their duties and obligations.  The handbook is updated regularly as needed. 

Our continuing education is focused on preparing educational sessions for directors on matters relevant to Inmet's business and risk profile as well as topics necessary for the board to keep abreast of industry practices, corporate governance and other regulatory developments. Directors have an opportunity to visit at least one of our operations each year. The board also has an annual strategy session, which generally includes presentations by recognized experts. 

The Chairman and lead director also work with each candidate to ensure he or she is familiar with our statement of expectations for our directors and fully understands the workload and time commitment before agreeing to be nominated as a director of Inmet.

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quick links

Board of directors
We have nine directors on our board

Management proxy circular (PDF English - 891 kB)

CEO position description (PDF English - 19kB)

Lead director position description (PDF English - 19kB)