Directors’ key responsibilities

In addition to having the requisite skills and experience, all directors must meet the qualifications for directors set out in the Position Description for Directors of IBR-Global Markets Ltd. Under the Position Description, directors are expected to serve IBR-Global Markets Ltd and the long-term interests of its shareholders by supervising the management of the business and affairs of IBR-Global Markets Ltd. In doing so, the directors are expected to:

1. Meet the highest ethical and fiduciary standards;
2. Demonstrate independence from management;
3. Be knowledgeable and inquisitive about the issues facing IBR-Global Markets Ltd;
4. Apply good sense and sound judgment to help make wise decisions; and

display commitment through attendance at, preparation for and participation in meetings.

Directors are expected to fulfil these objectives through accountability, integrity, independence, involvement, contribution and commitment to the company and its shareholders.

Directors are also subject to the IBR-Global Markets Ltd Code of Conduct and Ethics.

Corporate Governance Committee                       

Key Responsibilities:

1. Responsibility for corporate governance of IBR-Global Markets Ltd:
2. Set the criteria for selecting new directors and the Board’s approach to director independence;
3. Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of shareholders;
4. Develop and, where appropriate, recommend to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at IBR-Global Markets Ltd;
5. Review and recommend the compensation of the directors of IBR-Global Markets Ltd;
6. Satisfy itself that IBR-Global Markets Ltd communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy;
7. Facilitate the evaluation of the Board and Committees;
8. Oversee an orientation program for new directors and continuing education for directors.

Human Resources Committee                   

Key Responsibilities:

1. Responsibility for management’s performance evaluation, compensation and succession planning:
2. Discharge, and assist the Board in discharging, the responsibility of the Board relating to leadership, human resource planning and compensation as set out in this committee’s charter;
3. Set performance objectives for the CEO which encourage IBR-Global Markets Ltd long-term financial success and regularly measure the CEO’s performance against these objectives;
4. Recommend compensation for the CEO to the Board for approval, and determine compensation for certain senior officers in consultation with independent advisors;
5. Oversee a robust talent planning process that provides succession planning for the CEO role and other senior roles. Review candidates for CEO and recommend the best candidate to the Board as part of the succession planning process for the position of CEO;
6. Oversee the selection, evaluation, development and compensation of other members of senior management;
7. Produce a report on compensation for the benefit of shareholders, which is published in IBR-Global Markets Ltd annual proxy circular, and review, as appropriate, any other related major public disclosures concerning compensation.

Risk Committee       

Key Responsibilities:         

1. Supervising the management of risk of IBR-Global Markets Ltd:
2. Approve IBR-Global Markets Ltd risk appetite and related metrics and identify and monitor the key IBR-Global Markets Ltd risks including evaluating their management;
3. Approve risk management policies that establish the appropriate approval levels for decisions and other checks and balances to manage risk;
4. Review IBR-Global Markets Ltd actual risk profile against risk appetite metrics and satisfy itself that policies are in place to manage the risks to which IBR-Global Markets Ltd is exposed, including market, operational, liquidity, credit, insurance, regulatory and legal and reputational risk;
5. Provide a forum for “big-picture” analysis of an enterprise view of risk, including considering trends and emerging risks.

Audit Committee      

Key Responsibilities:

1. Supervising the quality and integrity of IBR-Global Markets Ltd financial reporting:
2. Oversee reliable, accurate and clear financial reporting to shareholders;
3. Oversee internal controls – the necessary checks and balances must be in place;
4. Be directly responsible for the selection, compensation, retention and oversight of the work of the shareholders’ auditor – the shareholders’ auditor reports directly to this committee;
5. Listen to the shareholders’ auditor, chief auditor, chief compliance officer and chief anti-money laundering officer, and evaluate the effectiveness and independence of each;
6. Oversee the establishment and maintenance of processes that ensure IBR-Global Markets Ltd is in compliance with the laws and regulations that apply to it, as well as its own policies;
7. Act as the Audit Committee and Conduct Review Committee for certain subsidiaries of IBR-Global Markets Ltd that are federally regulated financial institutions and insurance companies;
8. Receive reports on and approve, if appropriate, certain transactions with related parties.

At a glance overview

• We have a strong, independent Chairman with a clear leadership mandate in corporate governance.
• The Board oversees management, considers and approves on a continuous basis strategic alternatives and plans, and approves all major strategy and policy recommendations for IBR-Global Markets Ltd.
• The Board is responsible for setting the tone for a culture of integrity and compliance throughout IBR-Global Markets Ltd.
• The Board, its committees, the committee Chairs and the Chairman of the Board operate under written charters setting out their responsibilities.
• The Board renews itself with high calibre candidates with diverse skills and experience.
• The Audit Committee of the Board, not management, is responsible for the relationship with the shareholders’ auditor.
• The Board of Directors and the management of IBR-Global Markets Ltd are committed to leadership in corporate governance. We have designed our corporate governance policies and practices to be sure we are focused on our responsibilities to our shareholders and on creating long term shareholder value. We can assure you that IBR-Global Markets Ltd’s policies and practices meet or exceed applicable legal requirements. We continuously monitor all proposed new rules and modify our policies and practices to meet any additional requirements. An overview of our corporate governance structure is set out below.