Sensible Meats Inc. (the “Company”), doing business as Sensible Hot Dogs, and its board of directors (the “Board”) recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees and shareholders. The Company’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed to enhance shareholder value. The Board fulfills its mandate directly and through its subcommittees at regularly scheduled meetings or at meetings held as required. The directors are kept informed of the Company’s business and affairs at these meetings as well as through reports and discussions with management on matters within their areas of expertise. The Board is committed to ensuring that the Company has an effective corporate governance system, which adds value and assists the Company in achieving its objectives. 

The Company’s approach to corporate governance is set forth below. 

Mandate of the Board 

In accordance with the formally adopted Mandate of the Board of Directors, the Board is responsible for overseeing the exercise of corporate powers and ensuring that the Company’s business is managed to meet its corporate goals and objectives and that the long-term interests of the shareholders are served. The Board is responsible for, among other things: 

  1. adopting a strategic plan for the Company and reviewing the plan considering management’s assessment of emerging trends, industry changes, the competitive environment, the Company’s strengths, weaknesses, opportunities and threats, risk issues, and key success factors for the achievement of Company’s goals and objectives; 
  2. overseeing succession planning for management by developing a policy for the appointment, training and performance monitoring of senior management and personnel and developing, training and mentoring selected successors; 
  3. ensuring individual directors and the Board’s committees are performing effectively;
  4. defining the criteria that all proposed candidates for election to the Board will possess and developing corporate goals and objectives that the Chief Executive Officer is responsible for meeting; and  
  5. developing clear position descriptions for the Chair of each committee and the Chief Executive Officer; and 
  6. ensuring that all new directors receive comprehensive orientation including education regarding the role of the Board and its committees, the expectations of individual directors and the nature and operation of the Company’s business.  

In accordance with the Mandate of the Board of Directors, all Board members are expected to: (a) develop and maintain an understanding of the Company’s operations, strategies and industry within which the Company operates; (b) develop and maintain an understanding of the regulatory, legislative, business, social and political environment within which the Company operates; (c) develop and maintain familiarity with the officers of the Company; (d) attend Board meetings and, if applicable, committee meetings regularly; (e) read advance materials prior to Board or committee meetings; (f) participate fully and actively in the discussions of the Board and any committee to which the individual belongs; (g) if absent from a meeting, keep up-to-date on discussions missed; (h) devote the necessary time and attention to Company issues in order to make informed decisions; (i) if requested, participate on Board committees; (j) remain knowledgeable of the Mandate of the Board of Directors and the mandate of the committee or committees of which the director is a member; and (k) participate in continuing director education. 

The frequency of meetings of the Board and the nature of agenda items may change from year to year depending upon the activities of the Company. The Board intends to meet at least quarterly and at each meeting there is a review of the business of the Company. 

The Board facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board being held to obtain an update on significant corporate activities and plans, both with and without members of the Company’s management being in attendance. 

Composition of the Board 

The Company’s Board consists of Ralph Olson, Craig Sheridan, Chris Cherry, Dustin Merritt and Scott Reeves of which three of whom are independent. 

Ethical Business Conduct 

The Company has adopted a written Code of Conduct, Whistle-blower and Anti-Retaliation Policy (the “Code of Conduct”) which emphasizes the importance of matters relating to honest and ethical conduct, conflicts of interest, confidentiality of corporate information, protection and proper use of corporate assets and opportunities, the maintenance of safe and healthy working conditions for all employees and third parties, social media responsibility, compliance with whistle-blower and anti-retaliation principles, compliance with applicable laws, rules and regulations and the reporting of any illegal or unethical behavior. The Code of Conduct further outlines how the Company expects its personnel to conduct themselves and do business on behalf of Sensible Meats so that the Company:  

  • maintains a work environment that respects each person’s integrity and dignity; 
  • fosters a standard of conduct that reflects positively on the Company, its employees and shareholders; 
  • complies with all laws and regulations that govern the Company’s business activities; and 
  • protect the Company from unnecessary exposure to financial, reputational or any other kind of loss, damage or liability. 

Compliance with the Code of Conduct is a condition to the employment of personnel of the Company.