Corporate Governance is of crucial significance to the Board of Directors of Trigon and senior management.   Mr. James Wolfensohn, as president of the World Bank, stated that corporate governance is “about promoting corporate fairness, transparency and accountability”.  We subscribe to intent of this definition.  The Organization for Economic Co-operation and Development defined Corporate Governance as: “The system by which business corporations are directed and controlled. The Corporate Governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance”.  Trigon’s Corporate Governance policies and procedures are consistent with this detailed definition.   

The Corporate governance policies and practices of Trigon meet the majority of the guidelines of National Policy 58-201.  (An example of an exception is that the Board is not currently composed of a majority of independent directors.  However, the company is moving in that direction.)  The National Policy 58-201 guidelines have been formulated to apply to companies listed on the TSX Venture Exchange (where Trigon trades publicly) and the objectives of the policy include requirements which it is expected that when met will (i) achieve a balance between providing protection to investors and fostering fair and efficient capital markets and confidence in capital markets; (ii) be sensitive to the realities of the greater numbers of small companies in the Canadian corporate landscape; (iii) take into account the impact of corporate governance developments in the United States and around the world; and (iv) recognize that corporate governance is evolving.

The Corporate Governance Guidelines of Trigon include the following:

• The Board of Directors recognizes that corporate governance plays an important role in the overall success of the Corporation and in enhancing shareholder value.
• The Board of Directors is responsible for supervising the management of the business and the affairs of the Corporation.
• Management is responsible for the implementation of approved corporate objectives and strategic business plans within the context of authorized budgets, specific delegations of authority for various matters and corporate policies and procedures.
• The relationship between management and the Board is to be characterized by integrity, candor and mutual trust and respect.
• The Board of Directors will maintain (i) an Audit Committee; (ii) a Management Compensation Committee, and (iii) a Corporate Compliance Committee.
• An annual review will be conducted of the performance of the Chief Executive Officer.
• The Board will conduct an annual self-examination to determine whether it and its committees function effectively.
• Interested parties, including shareholders and other security holders may communicate directly with the Board of Directors.
• The Board of Directors will establish: (i) an Audit Committee, (ii) a Management Compensation Committee, and (iii) a Corporate Compliance Committee.

Mandate of the Board of Directors

According to the Mandate of The Board of Directors, the Board is responsible for the stewardship of the Company and supervising its business and affairs.  The Board reviews, discusses, and approves important matters relating to strategic direction, business, and operations and the organizational structure of the Company, with a view to the best interests of the Company.

Corporate Disclosure Policy

The objective of this policy is to ensure that communications to the investing public are made in accordance with all applicable legal and regulatory requirements. The Policy covers disclosure in documents filed with the securities regulators and written letters to shareholders, presentations by senior management, information contained on the Company’s Web site and other electronic communications. It extends to oral statements made in conversations with analysts, investors and interviews with the media as well as speeches, industry or press conferences and conference calls. The Policy applies to all employees of the Company, the Board, the officers and those authorized to speak on behalf of the Company.

Corporate Disclosure Policy

The Audit Committee

The purpose of the Audit Committee of the Board of Directors of the Company is to provide an open avenue of communication between management, the Company’s independent auditors and the Board to assist the Board in its oversight of: (i) the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices; (ii) the Company’s compliance with legal and regulatory requirements related to financial reporting; and (iii) the independence and performance of the Company’s independent auditors.

Audit Committee Charter

Code of Conduct and Ethics

The purpose of the Code of Business Conduct and Ethics is to document the principles of the conduct and ethics to be followed by the employees, officers, and directors of the Company and to (i) promote honest and ethical conduct; (ii) promote the avoidance of conflicts of interest between personal and professional relationships; (iii) promote compliance with applicable governmental laws, rules, and regulations; (iv) promote accountability and adherence to the Code; (v) provide guidance to employees, officers, and directors of the Company to help them recognize and deal with ethical issues; and (vi) help foster a culture of honesty and accountability for the Company.

Code of Buisness Conduct and Ethics

Insider Trading Policy

Canadian securities laws prohibit insider trading and impose restrictions on the trading of shares or other securities issued by the Company while in possession of material undisclosed facts or changes related to the Company.  The purpose of the rules set out in this policy is to ensure that persons having knowledge of material information not generally disclosed to the public do not take advantage of such information through trading in securities issued by the Company.  The Policy is also intended to ensure that the Company’s directors, officers, and employees are perceived to act in accordance with applicable laws and the highest standards of ethical and professional behavior.

Insider Trading Policy

Whistle Blower Policy

The company has adopted the Whistle Blower Policy as required under Multilateral Instrument 52-110 to set out the procedure and contact information for employees and others to report any wrong doings or suspected wrong doings within the Company.  The Policy applies to all employees of the Company.  The Policy is also intended to provide a method for other stakeholders (e.g. suppliers, customers, shareholders) to voice any concerns regarding the Company’s business conduct.

Whistle Blower Policy