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Corporate Governance

Board of Directors

FLINT's Board of Directors is currently comprised of five members:
Sean McMaster (Chair),
Jordan Bitove, 
H. 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 FLINT.
The Board of Directors is responsible for the overall stewardship of FLINT. The primary functions of the Board are to:
  1. adopt a strategic planning process designed to achieve FLINT’s principal objectives;
  2. supervise the management of the business and affairs of FLINT with the goal of achieving its principal objectives; and
  3. 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.
Charter of the Board of Directors

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.
Icon Audit
Audit 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.
Charter of the Audit Committee
Icon Corporate
Corporate Governance and
Compensation Committee
The Corporate Governance and Compensation Committee is currently comprised of four members: Karl Johannson (Chair), Jordan Bitove, 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) FLINT's overall approach to corporate governance, including corporate governance policies and practices and identifying candidates for election as directors; and (ii) FLINT's compensation strategy, policies and programs.
Charter of the Corporate Governance and Compensation Committee
Icon Safety
Health, Safety and 
Environment Committee
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.
Charter of the Health, Safety and
Environment Committee
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