Governance & ESG Framework

Governance & ESG Framework

Toromont’s Board of Directors built a strong governance framework that creates value for stakeholders, enhances long-term corporate sustainability and enterprise value and reduces business risk. Our Environmental, Social and Governance approach starts with our Board but accountability for sustainable business practices is shared company wide. The Board operates with three committees: Audit; Human Resources & Health and Safety; and Environmental, Social and Governance (“ESG”). Each committee contributes to Toromont’s sustainability but responsibility for comprehensive ESG oversight rests with the ESG committee. For the purpose of our Sustainability Report, the framework below refers to the ESG committee.

Oversees overall risk, strategy, corporate governance, succession planning and Board and Director effectiveness.

Provides dedicated focus on ESG matters, oversees governance and sustainability frameworks, strategies and outcomes, recruits Directors, monitors changes in regulations, and best practices, and is solely comprised of independent directors.

Establishes corporate strategy and objectives, provides leadership to embed corporate Values, preserve the business model and manage risk, fosters relationships with stakeholders, and scrutinizes results.

Sets objectives aligned to corporate strategic priorities, allocates resources to achieve performance objectives, delivers human capital strategies, environmental management, and community programs, grows customer, business partner and community relationships.

Operating within the foundation of our Values and Code of Conduct

Please see our annual Management Information Circular for complete details on the Board’s corporate governance practices and committees.

2021 Board Governance Snapshot

Size of Board9
Separate Chair and CEO RolesYes
Percentage of Independent Directors90%
Code of Conduct for Directors, Officers, EmployeesYes
Director Stock Ownership GuidelinesYes
Policy on Share Trading and HedgingYes
Comprehensive Board Assessment ProcessYes
Average Age of Directors61 Years
Average Board Tenure4 Years
Board and Management Succession PlanYes
Director Education ProgramYes
Board Diversity & Leadership PolicyYes
Number of Women on the Board3
Say on Pay Advisory VoteYes
Majority Voting PolicyYes