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{"sheet":"Introduction","index":0,"n_rows":34,"n_cols":8,"rows_kept":34,"cut":false,"hidden":false,"merged":[[32,3,32,4],[30,3,30,4],[24,3,24,4],[2,1,2,4],[4,1,4,4],[6,1,6,4],[11,1,11,2],[14,1,14,4],[26,3,26,4],[28,3,28,4]]}
[null,"[Insert banner here]"]
[]
[null,"CSA Corporate Governance Guideline \nCompliance Assessment\nSeptember 2020",null,null,null,null,null,"Filter"]
[null,null,null,null,null,null,null,"Display"]
[null,"Deloitte has developed this tool to assist you in assessing your corporate governance practices and corporate governance disclosure against the CSA regulation. Keep in mind that this regulation is not meant to be prescriptive. Where the reporting issuer is NOT in compliance, an explanation as to how the guideline objectives are met should be provided. Do not hesitate to communicate with your Deloitte partner if you require any assistance.",null,null,null,null,null,"Display"]
[null,null,null,null,null,null,null,"Display"]
[null,"This readiness self-assessment tool assumes the user has read NI 58–101 and NP 58–201 and is familiar with the regulation. The self-assessment checklist is divided into two parts: ",null,null,null,null,null,"Display"]
[null,null,null,null,null,null,null,"Display"]
[null,"Part 1:","The first deals with the corporate governance guidelines based on National Policy 58–201.",null,null,null,null,"Display"]
[null,"Part 2:","The second part reflects the disclosure requirements put forth in National Instrument 58–101 and includes a separate checklist for venture issuers.",null,null,null,null,"Display"]
[null,null,null,null,null,null,null,"Display"]
[null,"Would you like to review the National Instruments before starting the assessment?",null,null,null,null,null,"Display"]
[null,null,null,null,null,null,null,"Display"]
[null,"Referenced Material",null,null,null,null,null,{"$f":"IF($D$12=\"Yes\",\"Display\",\"Hide\")","v":"Hide"}]
[null,"Below, we are providing the links to the standards and other relevant material that we refer to in this document:",null,null,null,null,null,{"$f":"IF($D$12=\"Yes\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,null,null,"Hide"]
[null,"Canadian Securities Authorities Material",null,null,null,null,null,"Hide"]
[null,"●","National Instrument 51–102, Continuous Disclosure Obligations",null,null,null,null,"Hide"]
[null,"●","National Instrument 58–101, Disclosure of Corporate Governance Practices",null,null,null,null,"Hide"]
[null,"●","National Policy 58–201, Corporate Governance Guidelines",null,null,null,null,"Hide"]
[null,"●","National Instrument 71–102, Continuous Disclosure and Other Exemptions Relating to Foreign Issuers",null,null,null,null,"Hide"]
[null,null,null,null,null,null,null,"Hide"]
[null,"Ready to start the assessment?",null,null,null,null,null,"Display"]
[null,null,null,null,null,null,null,{"$f":"H23","v":"Display"}]
[null,"Select what you wish to assess:",null,null,null,null,null,{"$f":"IF(D23=\"Yes\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,null,null,{"$f":"H25","v":"Hide"}]
[null,null,null,"Proceed to Part 1",null,null,null,{"$f":"IF(D25=\"Our corporate governance practices\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,null,null,{"$f":"H27","v":"Hide"}]
[null,"Select under which requirements you want to assess your disclosure:",null,null,null,null,null,{"$f":"IF($D$25=\"Our corporate governance disclosure\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,null,null,{"$f":"IF($D$25=\"Our corporate governance disclosure\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,"Proceed to Part 2",null,null,null,{"$f":"IF(D29=\"Requirements for all other public companies\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,null,null,{"$f":"H33","v":"Hide"}]
[null,null,null,"Proceed to Part 2",null,null,null,{"$f":"IF(D29=\"Requirements for Venture Issuers\",\"Display\",\"Hide\")","v":"Hide"}]
[null,"© Deloitte LLP and affiliated entities.",null,null,null,null,null,"Display"]

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[]
[]
[null,"Part 1 — Self-Assessment Checklist —\nCorporate Governance Guidelines (NP 58–201)",null,null,null,"Filter"]
[null,null,null,null,null,"Display"]
[null,"Each of the following questions should be prefaced with the thought, “Do we comply with the requirement that...?” The three potential answers are as follows:",null,null,null,"Display"]
[null,"●","\"Comply fully\", therefore, no further work is required.",null,null,"Display"]
[null,"●","\"Partially comply—need to change existing practice\", which implies some additional effort will have to be made to bring the existing practices into compliance with the guideline. ",null,null,"Display"]
[null,"●","\"Do not comply—additional disclosure required\" implies that although the specific guideline is not in place, there are existing practices in place that achieve the underlying governance objective and additional disclosure will have to be made to communicate this information. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"1)","Composition of the Board",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The majority of the Board is composed of independent directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The chair of the Board is an independent director. If this is not appropriate, an independent director has been appointed to act as the lead director and acts as the effective leader of the board to allow the board to carry out its duties.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"2) ","Meetings of the Board",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The independent directors hold regularly scheduled meetings without members of management being in attendance. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"3)","Board Mandate",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board has a written mandate outlining its responsibilities.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"4) ","The Board Mandate includes responsibility for the following items:",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Satisfying itself as to the integrity of the CEO and other executive officers; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Ensuring that the CEO and other executive officers create and cultivate a culture of integrity throughout the organization; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Adopting a strategic planning process that includes the risks and opportunities facing the organization; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Ensuring annual approval of the strategic plan;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Identifying the principal risks facing the business;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Ensuring the implementation of systems to manage these risks;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Carrying out succession planning;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Adopting an effective communication policy (guidance per NP 51–201 Disclosure Standards);",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The internal control and management information systems;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Developing the organization’s approach to corporate governance (i.e., a set of principles and guidelines);",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Establishing measures by which security holders can communicate with the Board;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Establishing the expectations and responsibilities of directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"5)","Position Descriptions",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board develops/approves the corporate goals and objectives that the CEO is responsible for meeting.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"6) ","The Board has developed clear position descriptions for each of the following: ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Chair of the Board",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Chair of each Board Committee",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"CEO",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"7)","Orientation and Continuing Education",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board ensures that continuing education opportunities are provided to allow all directors to maintain and enhance their skills and abilities as directors, as well as ensuring that their knowledge and understanding of the business remain current. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"8) ","The Board ensures that all new directors receive a comprehensive orientation regarding the following items:",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The role that the Board and its committee plays.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The contribution (in terms of time and energy) each individual director is expected to make.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The nature and operation of the business. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"9)"," Code of Business Conduct and Ethics",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board has adopted a written code of business conduct and ethics that is designed to promote integrity and to deter wrongdoing, and is applicable to all directors, officers, and employees of the organization.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board monitors compliance with the code. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Waivers from the code are granted solely by the Board or a Board committee.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Any material departure from the code is considered to be a “material change” within the meaning of National Instrument 51–102 Continuous Disclosure Obligations and is treated as required by this National Instrument.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"10) ","The code specifically addresses the following issues:",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"All conflicts of interest;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Protection and proper use of corporate assets and opportunities;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Confidentiality of corporate information;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Fair dealing practices (with security holders, customers, suppliers, competitors, and employees);",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Compliance with legal and regulatory matters; and",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Reporting of illegal or unethical behaviour. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"11) ","Nomination of Directors",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board has appointed a nominating committee that is composed entirely of independent directors. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The nomination committee has a written charter.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The nominating committee has been given the authority to engage and compensate any outside advisor whom it determines it needs to permit \nit to carry out its duties. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Prior to nominating or appointing any individuals as directors, the Board has adopted processes to consider what competencies and skills the Board \nshould possess as a whole, and to assess what competencies and skills each existing director possesses. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Prior to recommending new directors to the Board, the nominating committee considers the competencies and skills the Board considers necessary \nfor it to possess as a whole; the nominating committee assesses which competencies and skills the Board considers that each existing director must possess; and the nominating committee considers the competencies and skills each new nominee will bring to the boardroom.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board considers what the appropriate size of the Board is, with a view to facilitating effective decision-making. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"12) ","The Nomination Committee Charter clearly establishes the following:",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The committee’s purpose;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The committee’s responsibilities (including the responsibility to identify and recommend to the Board individuals qualified to become new Board members);",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Requirements as to member qualification;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Procedures for member appointment and removal;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Operation of the committee (including the authority to delegate to individual members or subcommittees);",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Manner of reporting to the Board.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"13) ","Compensation",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board has appointed a compensation committee that is composed entirely of independent directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The compensation committee has a written charter. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The compensation committee has been given the authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"14) ","The Compensation Committee Charter clearly establishes the following:",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The committee’s purpose;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The committee’s responsibilities;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The requirements for member qualification;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Procedures for member appointment and removal;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The committee's structure;",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The operation of the committee (including the authority to delegate to individual members or subcommittees); ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The manner of reporting to the Board. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"15) ","The compensation committee has assumed responsibility for the following issues:",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The review and approval of corporate goals and objectives relevant to CEO compensation; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The evaluation of the CEO’s performance in respect of these goals/objectives; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The determination and recommendation to the Board of the CEO’s compensation level; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The recommendation to the Board of a non-CEO officer and director compensation, incentive plans, and equity-based plans; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The review of executive compensation disclosure before the issuer publicly discloses this information. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"16)","Regular board assessments",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Board is regularly assessed regarding its effectiveness and contribution. This assessment considers the Board’s mandate.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Each Board committee is regularly assessed regarding its effectiveness and contribution. This assessment considers the committee’s charter. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"All individual directors are regularly assessed regarding their effectiveness and contribution. This assessment considers their  position description(s) and the competencies and skills they are expected to bring to the Board.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,{"$f":"IF(D180=\"\",\"\",\"You have completed this part of your assessment.\")","v":""},null,null,null,{"$f":"IF(D180=\"\",\"Hide\",\"Display\")","v":"Hide"}]
[null,null,null,null,null,{"$f":"F182","v":"Hide"}]
[null,{"$f":"IF(Rating!B8=\"Yes\",\"Congratulations, your results demonstrate acceptable compliance with corporate governance guidelines\",\"Based on your results, your compliance with corporate governance guidelines can be improved. Please use the space below to reflect on how your organization’s compliance can improve:\")","v":"Based on your results, your compliance with corporate governance guidelines can be improved. Please use the space below to reflect on how your organization’s compliance can improve:"},null,null,null,{"$f":"IF(B182=\"You have completed this part of your assessment.\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,{"$f":"F184","v":"Hide"}]
[null,null,null,null,null,{"$f":"IF(F184=\"Hide\",\"Hide\",IF(B184=\"Based on your results, your compliance with corporate governance guidelines can be improved. Please use the space below to reflect on how your organization’s compliance can improve:\",\"Display\",\"Hide\"))","v":"Hide"}]
[null,null,null,null,null,{"$f":"F186","v":"Hide"}]
[null,null,null,null,null,{"$f":"F186","v":"Hide"}]
[null,null,null,null,null,{"$f":"F186","v":"Hide"}]
[null,null,null,null,null,{"$f":"F186","v":"Hide"}]
[null,"What do you want to do now?",null,"Assess our corporate practice disclosure",null,{"$f":"F184","v":"Hide"}]
[null,null,null,null,null,{"$f":"F184","v":"Hide"}]
[null,"Select under which requirements you want to assess your disclosure:",null,null,null,{"$f":"IF(D191=\"Assess our corporate practice disclosure\",\"Display\",\"Hide\")","v":"Display"}]
[null,null,null,null,null,{"$f":"F193","v":"Display"}]
[null,null,null,"Please proceed to Part 2",null,{"$f":"IF(D193=\"Requirements for all other public companies\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,{"$f":"F195","v":"Hide"}]
[null,null,null,"Please proceed to Part 2",null,{"$f":"IF(D193=\"Requirements for Venture Issuers\",\"Display\",\"Hide\")","v":"Hide"}]
[]
[null,"© Deloitte LLP and affiliated entities."]

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[null,null,null,null,null,"Filter"]
[null,null,null,null,null,"Display"]
[null,"Part 2a — Self-Assessment Checklist —\nDisclosure of Corporate Governance Practices (NI 58-101F1)",null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"Each of the following questions should be prefaced with the thought:",null,null,null,"Display"]
[null,"“Do we currently have adequate disclosures to meet the requirement relating to…?”",null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"The potential responses are as follows: ",null,null,null,"Display"]
[null,"●","“Fully in compliance”, therefore, no change to the current practice and therefore no additional work is required.",null,null,"Display"]
[null,"●","“Partially in compliance\", implies some additional effort will have to be made to bring the existing disclosure into compliance with the requirement.",null,null,"Display"]
[null,"●","“Not in compliance,” indicates that significant work and additional disclosures are required to meet the requirement. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"1)","Board of Directors",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the identity of all independent directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the identity of all non-independent directors and the basis for that determination. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not a majority of directors are independent. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If a minority of directors are independent, disclose how the Board facilitates its exercise of independent judgment in carrying out its responsibilities.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the identity of any director who is currently a director of another reporting issuer in a jurisdiction or foreign jurisdiction, as well as the identity\n of the other issuer. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"2)","Disclose whether or not the independent directors hold regularly scheduled meetings in the absence of members of management.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If such meetings are held—disclose how many such meetings were held in the past 12 months; or ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If such meetings are NOT held—disclose the measures the Board uses to facilitate open and candid discussion among its independent directors. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"3) ","Disclose whether or not the chair of the Board is an independent director:",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If the Board has a chair or lead director who is an independent, disclose the identity of this person and describe the roles and responsibilities ; or ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If NO such independent chair or lead chair exists, describe the measures taken by the Board to provide leadership for its independent directors. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"4) ","Board Mandate",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the text of the Board’s written mandate. If no such mandate exists, disclose how the Board delineates its role and responsibilities.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"5)","Position Descriptions",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If there are no such position descriptions, describe how the Board delineates the roles and responsibilities of each such position.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not the Board has developed a written position description for the CEO. If there is no such position description, describe how the Board delineates the role and responsibilities of the CEO. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"6)","Orientation and Continuing Education",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the measures taken by the Board to orient new directors regarding the role of the Board, its committees, and its directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the measures taken by the Board to orient new directors regarding the nature and operation of the issuer’s business.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If the Board provides continuing education for its directors, describe these measures. If no such continuing education is provided, describe how the Board ensures that its directors maintain the skills and knowledge necessary to allow them to meet their obligations as directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"7) ","Ethical Business Conduct",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not the Board has adopted a written code of ethical business conduct for its directors, officers, and employees.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the measures taken by the Board to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose other measures taken by the Board to encourage and promote a culture of ethical business conduct.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"8) ","If a written code of ethical business conduct exists, disclose: ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"How a copy of this code can be obtained by a third party; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"How the Board monitors compliance with the code or if they do not monitor compliance how they ensure compliance with the code; ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Provide a cross-reference to any material change report filed within the last 12 months with regards to the conduct of a director or executive officer that constitutes a departure from the code.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"9) ","Nomination of Directors",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Describe the process the Board follows to identify new candidates for Board nomination.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not the Board has a nominating committee consisting entirely of independent directors.  If such a committee does not exist, describe the measures taken by the Board to encourage an objective nomination process.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If the Board has a nominating committee, describe the responsibilities, powers, and operation of such a committee. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"10)","Compensation",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Describe the process the Board follows to determine the compensation for the company’s directors and officers. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not the Board has a compensation committee consisting entirely of independent directors. If such a committee does not exist, describe the measures taken by the Board to encourage an objective process for determining compensation. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If the Board has a compensation committee, describe the responsibilities, powers, and operation of such a committee. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"11) ","Other Board Committees",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If the Board has standing committees other than the audit, compensation, and nominating committees, identify these committees and describe their functions.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"12) ","Assessments",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not the Board, its committees, and individual directors are regularly assessed with respect to their effectiveness and contribution.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If such assessments are regularly performed, describe the process used.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If such assessments are NOT regularly performed, describe how the Board satisfies itself that it, its committees, and individual directors are performing effectively. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"13) ","Cybersecurity ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not their dependence on information technology systems renders them at risk for cybersecurity breaches.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose that disruptions due to cybersecurity incidents could adversely affect their business, results of operations, and financial condition.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"14) ","Social media disclosure",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Statements made on social media are not misleading or untrue.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Unfavourable news is disclosed just as promptly and completely as favourable news.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Posting material information on an issuer’s website is not acceptable as the sole means of satisfying the requirement to “generally disclose” information.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Material, forward-looking information is not posted on a social media website before this information has been generally disclosed to all stakeholders.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"15) ","Cannabis industry ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure of interest in the cannabis industry is balanced and unpromotional in nature.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Information about the risks, uncertainties, cost implications, and time requirements of investing in this industry are consistently and accurately disclosed along with the benefits associated with investing in the industry.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure of the licensing requirements of Health Canada are important in order for investors to adequately understand the resources and commitments required to begin the new line of business.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Chair of the Board is a fully independent director. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"16) ","Climate change ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Relevant, clear, and understandable entity-specific disclosure of all material risks resulting from climate change.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The disclosure of material risks resulting from climate change provides issuers with information regarding the sustainability of their business model and insights into how they are mitigating and adapting to these risks.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The disclosure of risks related to climate change also addresses regulatory requirements for their business.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"17) ","Disclosure of general risks",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Specificity about the material risks and uncertainties applicable to the issuer in the MD&A is adequate.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Specificity about the anticipated significance and impact those risks may have on the issuer’s financial position, operations and cash flows is adequate.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"18)","Disclosures specific to the mining industry",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure of key assumptions, parameters, and methods used by the qualified person in determining that the mineralization has reasonable prospects for eventual economic extraction.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If legacy data (collected by previous project operators) forms part of the dataset for a mineral resource estimate, disclosure about the qualified person’s efforts to adequately verify that data needs to be sufficiently disclosed in the technical report. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"19) ","Disclosure of Non-GAAP financial measures",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Any adjustments made in arriving at non-GAAP financial measures are transparent and appropriate, in compliance with guidance in CSA Staff Notice 52–306 (revised) Non-GAAP Financial Measure.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"20) ","Women on boards and in executive officer positions ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The number and percentage of women on its board of directors and in executive officer positions is disclosed.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure about whether or not there is written policy relating to the identification and nomination of women directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure about whether or not the Board has targets for the number or percentage of women on its board and in executive officer positions.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,{"$f":"IF(D171=\"\",\"\",\"You have completed this part of your assessment.\")","v":""},null,null,null,{"$f":"IF(D171=\"\",\"Hide\",\"Display\")","v":"Hide"}]
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[null,{"$f":"IF(Rating!C8=\"Yes\",\"Congratulations, your disclosure of corporate governance practices are up to standard.\",\"Based on your results, your disclosure of corporate governance practices can be improved. Please use the space below to reflect on how your organization’s disclosure can improve:\")","v":"Based on your results, your disclosure of corporate governance practices can be improved. Please use the space below to reflect on how your organization’s disclosure can improve:"},null,null,null,{"$f":"IF(B173=\"You have completed this part of your assessment.\",\"Display\",\"Hide\")","v":"Hide"}]
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[null,null,null,null,null,{"$f":"IF(F175=\"Hide\",\"Hide\",IF(B175=\"Based on your results, your disclosure of corporate governance practices can be improved. Please use the space below to reflect on how your organization’s disclosure can improve:\",\"Display\",\"Hide\"))","v":"Hide"}]
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[null,null,null,null,null,{"$f":"F177","v":"Hide"}]
[null,null,null,null,null,{"$f":"F177","v":"Hide"}]
[null,"© Deloitte LLP and affiliated entities."]

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[null,"Part 2b — Self-Assessment Checklist — \nDisclosure of Corporate Governance Practices (NI 58-101F2) — \nVENTURE ISSUERS",null,null,null,"Filter"]
[null,null,null,null,null,"Display"]
[null,"Each of the following questions should be prefaced with the thought:",null,null,null,"Display"]
[null,"“Do we currently have adequate disclosures to meet the requirement relating to…?”",null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"The potential responses are as follows: ",null,null,null,"Display"]
[null,"●","“Fully in compliance”, therefore, no change to the current practice and therefore no additional work is required.",null,null,"Display"]
[null,"●","“Partially in compliance”, implies some additional effort will have to be made to bring the existing disclosure into compliance with the requirement.",null,null,"Display"]
[null,"●","“Not in compliance”, indicates that significant work and additional disclosure are required to meet the requirement. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"1) ","Board of Directors",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose how the Board facilitates its exercise of independent supervision over management. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the identity of all independent directors. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the identity of all non-independent directors and the basis for that determination.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"2) ","Directorships",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the identity of any director who is currently a director of another reporting issuer in a jurisdiction or foreign jurisdiction, as well as the identity of the other issuer. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"3) ","Orientation and Continuing Education",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the measures (if any) taken by the Board to orient new directors.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If the Board provides continuing education for its directors, describe these measures.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"4) ","Ethical Business Conduct",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose the steps, if any, taken by the Board to encourage and promote a culture of ethical business conduct. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"5) ","Nomination of Directors",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Describe the steps, if any, are taken to identify new candidates for Board nomination.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose who identifies new candidates. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Describe the process of identifying new candidates.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"6) ","Compensation ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Describe the steps, if any, taken to determine the compensation for the directors and CEO. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose who determines compensation.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Describe the process of determining compensation. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"7) ","Other Board Committees",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If the Board has standing committees other than the audit, compensating, and nominating committees, identify these committees and describe their function. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"8)","Assessments",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not regular assessments are performed of the Board, its committees, and individual directors with respect to their effectiveness and contribution. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If such assessments are regularly performed, describe the process used. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If such assessments are not regularly performed, describe how the Board satisfies itself that it, its committees, and individual directors are performing effectively. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"9)","Cybersecurity ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose whether or not their dependence on information technology systems renders them at risk for cybersecurity breaches.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclose that disruptions due to cybersecurity incidents could adversely affect their business, results of operations, and financial condition.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"10)","Social media disclosure",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Statements made on social media are not misleading or untrue.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Unfavourable news is disclosed just as promptly and completely as favourable news.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Posting material information on an issuer’s website is not acceptable as the sole means of satisfying the requirement to “generally disclose” information.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Material, forward-looking information is not posted on social media websites before this information has been generally disclosed to all stakeholders.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"11)","Cannabis industry ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure of interest in the cannabis industry is balanced and unpromotional in nature.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Information about the risks, uncertainties, cost implications, and time requirements of investing in this industry are consistently and accurately disclosed along with the benefits associated with investing in the industry.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure of licensing requirements of Health Canada are important in order for investors to adequately understand the resources and commitments required to begin the new line of business.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The Chair of the Board is a fully independent director. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The nature of adjustments made in arriving at non-GAAP financial measures and any judgments used in calculating them are clearly explained.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"12)","Climate change ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"There should be relevant, clear, and understandable entity-specific disclosures of all material risks resulting from climate change.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The disclosure of material risks resulting from climate change provides issuers with information regarding the sustainability of their business model and insights into how they are mitigating and adapting to these risks.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"The disclosure of risks related to climate change also addresses regulatory requirements for their business.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"13)","Disclosure of general risks",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Specificity about the material risks and uncertainties applicable to the issuer in the MD&A is adequate.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Specificity about the anticipated significance and impact those risks may have on the issuer’s financial position, operations and cash flows is adequate.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"14)"," Disclosures specific to the mining industry",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Disclosure of key assumptions, parameters, methods used by the qualified person in determining whether the mineralization has reasonable prospects for eventual economic extraction.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"If legacy data (collected by previous project operators) forms part of the dataset for a mineral resource estimate, disclosure about the qualified person’s efforts to adequately verify that data needs to be sufficiently disclosed in the technical report. ",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,"15)","Disclosure of Non-GAAP financial measures",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,"Any adjustments made in arriving at non-GAAP financial measures are transparent and appropriate, in compliance with guidance in CSA Staff Notice 52–306 (revised) Non-GAAP Financial Measure.",null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,null,null,null,null,"Display"]
[null,{"$f":"IF(D122=\"\",\"\",\"You have completed this part of your assessment.\")","v":""},null,null,null,{"$f":"IF(D122=\"\",\"Hide\",\"Display\")","v":"Hide"}]
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[null,{"$f":"IF(Rating!D8=\"Yes\",\"Congratulations, your disclosure of corporate governance practices are up to standard.\",\"Based on your results, your disclosure of corporate governance practices can be improved. Please use the space below to reflect on how your organization's disclosure can improve:\")","v":"Based on your results, your disclosure of corporate governance practices can be improved. Please use the space below to reflect on how your organization's disclosure can improve:"},null,null,null,{"$f":"IF(B124=\"You have completed this part of your assessment.\",\"Display\",\"Hide\")","v":"Hide"}]
[null,null,null,null,null,{"$f":"F126","v":"Hide"}]
[null,null,null,null,null,{"$f":"IF(F126=\"Hide\",\"Hide\",IF(B126=\"Based on your results, your disclosure of corporate governance practices can be improved. Please use the space below to reflect on how your organization's disclosure can improve:\",\"Display\",\"Hide\"))","v":"Hide"}]
[null,null,null,null,null,{"$f":"F128","v":"Hide"}]
[null,null,null,null,null,{"$f":"F128","v":"Hide"}]
[null,null,null,null,null,{"$f":"F128","v":"Hide"}]
[null,null,null,null,null,{"$f":"F128","v":"Hide"}]
[null,"© Deloitte LLP and affiliated entities.",null,null,null,"Display"]

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[null,"Part 1","Part 2a","Part 2 b"]
["Total number of questions",64,53,36]
[]
["Total number \"Comply fully\"",{"$f":"COUNTIF('Part 1'!D:D,\"Comply fully\")","v":0},{"$f":"COUNTIF('Part 2a'!D:D,\"Fully in compliance\")","v":0},{"$f":"COUNTIF('Part 2b'!D:D,\"Fully in compliance\")","v":0}]
[]
["Percentage",{"$f":"B4/B2","v":0},{"$f":"C4/C2","v":0},{"$f":"D4/D2","v":0}]
[]
["Acceptable?",{"$f":"IF(B6>$B$11,\"Yes\",\"No\")","v":"No"},{"$f":"IF(C6>$B$11,\"Yes\",\"No\")","v":"No"},{"$f":"IF(D6>$B$11,\"Yes\",\"No\")","v":"No"}]
[]
[]
["Passing rate",0.8]

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["Comply fully"]
["Partially comply—need to change existing practice"]
["Do not comply—additional disclosure required"]
[]
[]
[]
[]
[]
["Assess our corporate practice disclosure"]
["Exit the assessment"]
[]
[]
[]
[]
[]
["Requirements for all other public companies"]
["Requirements for Venture Issuers"]