Board Committees

GT Capital’s Board exercises authority over specific aspects of its business through various Board Committees, which meet as often as necessary. Each Committee is governed by a Committee Charter under the Manual. The Manual and Committee Charters are reviewed and amended annually to reflect corporate governance best practices adopted by the Corporation. The latest version of each Committee Charter may be downloaded from the GT Capital website.

Executive Committee

GT Capital's Executive Committee provides guidance to GT Capital's Management by discussing and evaluating significant acts or courses of action to be taken by the Management before endorsement to the Board, if required under the Manual and the By-laws of GT Capital. 

Nominations Committee

The Nominations Committee meticulously evaluates the qualifications of each candidate for election to the Board of GT Capital, including their experience and areas of expertise. Only candidates who the Committee believes possess utmost integrity and ability to guide the Corporation to sustain success are endorsed for nomination to the Board. 

The Nominations Committee also reviews the qualifications of GT Capital officers and management whose positions require Board appointment. 

Compensation Committee

The Compensation Committee's primary function is to ensure that the compensation of directors and officers is consistent with the Corporation's culture, strategy, and the business environment in which it operates. 

Audit Committee

The Audit Committee exercises oversight responsibility for the financial reporting process, system of internal control, audit process, and the monitoring of compliance with applicable laws, rules, and regulations. The Audit Committee also oversees the Corporation's external and internal auditors and is responsible for the review of the audit and non-audit fees paid. 

Corporate Governance Committee and Related Party Transactions Committee

The Corporate Governance and Related Party Transactions Committee ("CG Committee") ensures the Board's effectivness and due observance of corporate governance principles by reviewing all of GT Capital's corporate governance initiatives. In addition to this key function, the CG Committee, which is composed entirely of Independent Directors, also functions as GT Capital's Related Party Transactions Committee ("RPT Committee"). 

The CG Committee,when acting as GT Capital's RPT Committee, passes upon and provides clearance for related party transactions which are of material significance, after assessing whether the terms and conditions of the transaction are appropriate, fair, made on an arm's length basis, and beneficial to GT Capital and its shareholders. 

Risk and Sustainability Oversight Committee

The Risk and Sustainability Oversight Committee was established under the Manual with the primary duty of developing the appropriate strategies for addressing identified key risk areas. It is responsible for institutionalizing and overseeing GT Capital's risk management program and monitoring the risk management policies and procedures of GT Capital, as well as that of its subsidiaries in relation to its own.