Corporate Governance

Policies

Code of Business Conduct and Ethics

The Board of Directors of the Corporation has adopted a Code of Business Conduct and Ethics to reflect the Corporation’s commitment to a culture of honesty, integrity and accountability and to outline the basic principles and policies with which all directors, officers and employees of Onex and its operating companies are expected to comply. A copy of the Code is available on written request made to the Corporation at 161 Bay Street, Box 700, Toronto, Ontario M5J 2S1, Attention: Managing Director, General Counsel.

Environmental policy

Onex Corporation is committed to the concept of sustainable development, which requires balancing good stewardship in the protection of human health and the natural environment with the need for profitable growth of its operations. In recognition of this, the Corporation has adopted an environmental policy that reflects its belief in sustainable development combined with environmental sensitivity.

The following principles are basic to achieving this environmental objective:

  • Carry out sound operational and management practices to ensure facilities are in compliance with all applicable legislation providing for the protection of the environment, employees and the public.
  • Maintain an active self-monitoring program to ensure compliance with government and Company policy.
  • Continue to assess available technology to reduce environmental effects and implement improvements beyond compliance levels where economically viable.
  • In the absence of legislation, to apply cost-effective management practices to advance environmental protection and to minimize environmental risk.
  • Improve communications and work proactively to protect the environment.
  • Where appropriate to the Corporation’s business, encourage and participate in the search for new, better, cost-effective solutions to environmental obstacles.
  • Update the Board of Directors on the Corporation’s performance in carrying out its environmental responsibilities and programs during the year.

Articles of Incorporation
By-Laws

Whistleblower policy

Onex’ Whistleblower Policy applies to the Company and each of its operating subsidiaries. Whistleblowing procedures are designed to encourage employees to report or raise concerns or complaints regarding accounting, internal accounting controls or auditing matters or any other actual, potential or perceived wrongdoings relating to or involving the business and operations of a company. Such wrongdoing may include any act or omission concerning, for example, a violation of any law or regulation or the misuse of company funds or assets.

Onex’ Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns with the comfort that they will not suffer any adverse consequence and that the concern will be appropriately received, considered and investigated. No officer or employee of the Company who in good faith reports an accounting irregularity or wrongdoing will suffer harassment, retaliation, discipline or adverse employment consequence.

Committee Composition

The Board has established two standing committees of directors, and the responsibilities of each are set forth in a written charter approved by the board. Other committees are appointed from time to time when required. The proceedings of committees are reviewed by, and their recommendations are brought for consideration to, the full Board.

Independent Directors Audit and Corporate Governance Committee Compensation and Management Resource Committee
Daniel Casey Independent Director Compensation and Management Resource Committee
William Etherington Independent Director Compensation and Management Resource Committee
Peter Godsoe Independent Director Audit and Corporate Governance Committee
Mitchell Goldhar Independent Director
Serge Gouin Independent Director Audit and Corporate Governance Committee
Ewout Heersink
Arianna Huffington Independent Director
John McCoy Independent Director Compensation and Management Resource Committee
J. Robert Prichard Independent Director Audit and Corporate Governance Committee
Heather Reisman
Gerry Schwartz
Arni Thorsteinson Independent Director Audit and Corporate Governance Committee
= Independent Director = Member