The Board and management of Empire believe that the highest standards of corporate governance are essential to the effective management of the Company and to build sustainable worth for our customers, business partners, employees and investors.
Statement of Corporate and
Governance Practices
The Board, through its Corporate Governance & Social Responsibility Committee, regularly reviews the Company’s corporate governance practices and ensures that regulatory standards for corporate governance are met.
The Company has adapted its governance practices in response to changes in regulations and “best practices” in governance and will continue to respond to future corporate governance developments as appropriate. The Company’s corporate governance practices are in alignment with National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”). In accordance with National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), the Company annually discloses information related to its system of corporate governance.
Director Independence
The Board policy is to have an independent, non-management Chair present at meetings. During these meetings, directors join without management and independent directors join via camera.
The Board is comprised of a majority of independent directors and will continue to be comprised of a majority of independent directors if all the proposed nominees for election are elected at the Meeting. for a director to be considered independent, the Board must determine that the director does not have any material relationship with Empire either directly or indirectly.
The Board is responsible for determining the independence status of each director and proposed director, and for disclosing annually whether the Board has a majority of independent directors. The Board has adopted independence standards to assist with the independence determination. The independence standards fall within the meaning of the guidelines adopted by Canadian securities regulators in NI 58-101 and NI 52-110.
Current directors and proposed directors must fully disclose their relationships with the Company and provide other pertinent information on an annual basis. The Board reviews such relationships to identify any impact on director independence having regard to the criteria in the independence standards and whether any relationships between a director and the Company could reasonably be expected to interfere with the exercise of the director’s independent judgment.
Code of Business Conduct & Ethics
On behalf of Empire’s shareholders, the Board is responsible for the stewardship of the Company. To fulfil this responsibility, it establishes policies aimed at ensuring the Company’s corporate governance practices are consistent with its commitment to conduct business with integrity and are among the best in Canada. To support these policies the Board has adopted a written Code of Business Conduct and Ethics (the “Code”) covering all employees, officers and directors of the Company. The Code, together with a Corporate Disclosure Policy, emphasizes accountability and transparency.
All employees, officers and directors must confirm annually their compliance with the Code. The Board has never granted any waiver of the Code in favour of a director or executive officer and accordingly, no material change report has been required to be filed.
Corporate Disclosure Policy
Empire Company Limited and Sobeys Inc. (together referred to as the “Company”) are committed to apolicy of full, true and plain public disclosure of all Material Information (as defined below under the heading “Disclosure of Material Information”) in a timely manner, in order to keep security holders and the investing public fully and equally informed about the Company's operations in accordance with all applicable legal and regulatory requirements, as well as recommended best practices.
This Disclosure Policy (this “Policy”) outlines the Company’s approach toward the determination and dissemination of Material Information and the circumstances under which the confidentiality of information will be maintained. It also provides guidelines in order to achieve consistent disclosure practice across the Company. The intent of this Policy is to ensure that disclosure of Material Information meets both the letter and the spirit of Canadian securities laws and regulations.
Read More
Empire abides by a strict code of conduct for its staff, management, and directors. It also abides by additional codes to ensure it is empowering its employees, franchisees, and affiliates to make positive business decisions. View the links below to learn more.
