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Edgepoint

Corporate governance

  • The essence of the Board’s responsibility is one of reviewing, overseeing and monitoring to gain reasonable assurance that the business and affairs of Cymbria are being conducted properly and effectively. This includes:

    • contributing to the formulation of, and overseeing the implementation of Cymbria’s strategic and business operating plans;

    • overseeing EdgePoint Investment Group Inc. in its capacity as Cymbria’s manager and investment advisor;

    • reviewing the manager’s recommendations regarding major decisions and actions;

    • reviewing key policies developed by Cymbria and manager and monitoring compliance with such policies;

    • retaining the auditor for Cymbria;

    • overseeing Cymbria’s financial reporting and disclosure;

    • reviewing and approving certain transactions conducted by EdgePoint Wealth.

  • Charter

    The audit committee’s primary function is to assist the Board of Directors in fulfilling their oversight responsibilities by reviewing the selection, independence and effectiveness of the external auditors; financial statements and other financial information and reports which will be provided to the shareholders and others, the financial reporting process, and Cymbria’s system of internal controls and disclosure.

    The external auditors’ ultimate responsibility is to the Corporation and the audit committee, as representatives of the shareholders. These representatives have the ultimate authority to evaluate and, where appropriate, recommend replacement of the external auditors. The audit committee shall be given full access to the Corporation’s records and access to the external auditors as necessary to carry out these responsibilities.

    Although the audit committee has the powers and responsibilities set forth in this Charter, the role of the audit committee is oversight. It is not the duty of the audit committee to conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and are in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. These are the responsibilities of the executive officers. The external auditors’ responsibility is to perform an audit to determine whether the financial statements prepared by the executive officers are, in all material respects in accordance with IFRS.

    Qualification of members

    Audit committee members shall be three or more in number and be “independent” as defined in NI 52-110 of the Canadian securities regulators. “Independent” for this purpose means that a member has no direct or indirect material relationship with Cymbria which could, in the view of the Board of Directors, reasonably interfere with his or her independent judgment. Committee members shall not receive any remuneration other than for acting as a member of the committee or another committee or as a Board member.

    All committee members shall, as stipulated in NI 52-110, be “financially literate”, that is to say have the ability to read and understand financial statements and related notes that present a breadth and level of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Cymbria’s financial statements.

    Members

    The audit committee is currently comprised of independent members Ugo Bizzarri, James MacDonald, Edward J. Waitzer and Reena Carter, who also serves as its Chair.

  • As liquidity needs and investment horizons vary from investor to investor, Cymbria's LRO offers the ongoing potential for shareholders to take advantage of the option to sell their shares to the company at a price close to net asset value (NAV).

    Liquidity Realization Opportunity

  • As a responsible business enterprise and corporate citizen, Cymbria Corporation is committed to conducting its affairs to the highest standards of ethics, integrity, honesty, fairness and professionalism – in every respect, without exception, and at all times. Cymbria takes its reputation very seriously and while reaching our business goals is critical to our success, equally important is the way we achieve them. Our policy on fraud is one of zero tolerance. Therefore we will not tolerate acts by any director, officer, individual or group of individuals representing Cymbria, or engaged in activities on its behalf that are illegal, unethical, misrepresentative, or a violation of any regulation or established company policy.

    What to report

    Cymbria is responsible for and committed to providing accurate and reliable financial reporting. To support that goal, we have established this communication channel for employees and other stakeholders to report their concerns regarding the integrity of Cymbria accounting, internal accounting controls or auditing matters. Employees may also use this communication channel to report concerns relating to ethical business or personal conduct, integrity and professionalism. This reporting system does not replace the other methods employees or other stakeholders have traditionally used to communicate with Cymbria. You are encouraged to continue using our existing communication channels.

    How and where to report

    Reporting via email
    Cymbria employees and other stakeholders may make disclosures by sending an email to investigations@cymbria.com.

    You are protected

    This reporting system is confidential and anonymous so you should feel comfortable using it. Cymbria employees are protected against termination, demotion or any other adverse consequence to their employment when making a valid report.