W.P. Stewart & Co., Ltd. has adopted a Code of Business Conduct and Ethics which applies to all of its directors, executive officers and employees.
The Board of Directors of W.P. Stewart & Co., Ltd., upon the recommendation of its Nominating and Corporate Governance Committee, has adopted Corporate Governance Guidelines relating to the function of the Board and its committees.
In addition, the Board of Directors has adopted charters for each of its committees listed below:
Audit Committee
The duties and responsibilities of the Audit Committee, which is currently composed of Angus S. King, Jr., Alfred J. Mulder, and Jan J. Spiering, are set forth in its charter. The Audit Committee is charged with the oversight of (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) the external auditor's qualifications and independence, and (4) the performance of the internal audit function and external auditor.
Compensation Committee
The duties and responsibilities of the Compensation Committee, which is currently composed of Angus S. King, Jr., Heinrich Spangler, and Richard D. Spurling, are set forth in its charter. The Compensation Committee is charged with assisting the Board of Directors in discharging its responsibility relating to compensation of employees and establishing compensation programs that comply with the firm's compensation philosophy.
Nominating and Corporate Governance Committee
The duties and responsibilities of the Nominating and Corporate Governance Committee, which is currently composed of Angus S. King, Heinrich Spngler and Richard D. Spurling, are set forth in its charter. The Nominating and Corporate Governance Committee is charged with (1) identifying and recommending individuals to become members of the Board of Directors and (2) developing and recommending to the Board a set of corporate governance principles.
NYSE Listing Standards
We are a “foreign private issuer” under applicable U.S. federal securities laws and under rules and regulations promulgated by the New York Stock Exchange (“NYSE”). As a foreign private issuer, we are not required to comply with certain of the corporate governance rules that are imposed by listing standards of the NYSE on U.S. companies listed on the NYSE. However, it is our current intention to comply, in all substantial respects, with the corporate governance rules set forth in the NYSE listing standards for listed U.S. companies. The only significant way in which our corporate governance practices differ from those required of U.S. companies under the NYSE listing standards is as follows:
Under NYSE listing standards, a listed U.S. company is required to obtain shareholder approval for equity-compensation plans, which term is defined broadly and would include any arrangement to deliver equity securities to directors, officers or employees as compensation, even if not under a formal plan. During 2006 and early 2007, we granted or committed to grant to directors, officers and employees restricted shares as non-cash compensation for services provided. Even though we did not obtain shareholder approval prior to the issuance or commitment to issue as required by the NYSE rules for U.S. companies, we received ratification of such issuances and commitments at the annual general meeting of shareholders held on May 15, 2007. We intend to seek a similar ratification by shareholders at our next annual general meeting, the date for which has not yet been determined, with respect to any additional restricted shares granted to directors, officers and employees during 2007 and 2008 (through a date prior to the meeting).