Management’s responsibilities are determined by Northern Providence Investments’ Board of Directors. The day-to-day role and responsibilities of the Chief Executive Officer will be determined by the Board of Directors pursuant to a written mandate describing areas of responsibility for the Chief Executive Officer. All major policy decisions relating to the business of Northern Providence Investments are to be made by the Board of Directors or a committee thereof.
The Board of Directors of Northern Providence Investments will initially operate with five committees:
The Corporate Bylaw requires the creation of an Audit Committee, to review the financial statements of Northern Providence Investments. All members of the Audit Committee must be financially literate and familiar with related governance policies.
The Audit Committee’s responsibilities will include reviewing Northern Providence Investments’ procedures for internal control with the auditors, as well as: (i) reviewing and approving the engagement of the auditors; (ii) reviewing Northern Providence Investments’ procedures for internal control with the auditors and Chief Financial Officer; (iii) reviewing annual and quarterly financial statements as well as all other material continuous disclosure documents; (iv) assessing Northern Providence Investments’ financial and accounting personnel; (v) assessing Northern Providence Investments’ accounting policies; (vi) reviewing Northern Providence Investments’ approach to risk management; and (vii) reviewing any significant transactions outside Northern Providence Investments’ ordinary course of business and all pending litigation involving Northern Providence Investments.
The Audit Committee will have direct communication channels with the Chief Financial Officer of Northern Providence Investments as well as with the external auditors of Northern Providence Investments to discuss and review specific issues as appropriate.
Governance and Nominating Committee
The Corporate Bylaw requires the creation of a Governance and Nominating Committee, to review the governance of Northern Providence Investments. In addition to reviewing Northern Providence Investments’ approach to governance and generally having responsibility for Northern Providence Investments’ corporate governance, human resources and compensation policies, the Governance and Nominating Committee will have primary responsibility for: (i) assessing the effectiveness of the Board of Directors, each of the committees communication channels, and individual Directors; (ii) considering questions of management succession; (iii) overseeing the recruitment and selection of candidates as Directors of Northern Providence Investments; (iv) organizing an orientation and education program for new Directors; (v) considering and approving proposals by the Directors of Northern Providence Investments to engage outside advisers on behalf of the Board of Directors as a whole or on behalf of the Independent Directors of Northern Providence Investments; (vi) administering any share option or purchase plan of Northern Providence Investments and any other compensation incentive programs; (vii) assessing the performance of the officers and senior management of Northern Providence Investments; (viii) reviewing and approving the compensation paid by Northern Providence Investments, if any, to any officers and any consultants; and (ix) reviewing and making recommendations to the Board of Directors concerning the level and nature of the compensation payable to Directors and officers of Northern Providence Investments and any change in the number of Directors of Northern Providence Investments.
The Legal Committee will oversee, approve, and coordinate legal matters of Northern Providence Investments.
The Corporate Bylaw provides that the Directors may from time to time appoint from among their number an Investment Committee. The members of the Investment Committee must have substantial experience in the field of finance.
The Investment Committee will recommend to the Board whether to approve or reject proposed transactions, including proposed acquisitions and dispositions of investment positions, real estate holdings, investment management mandates, borrowings by Northern Providence Investments or, to approve such transactions to the extent delegated by the Board. The Investment Committee will also be responsible for recommending the adoption of additional socially responsible investment policies for Northern Providence Investments and for supervising the compliance with such implementation.
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