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Board of Directors
Principles of Governance - Philosophy, Role and Mission
Tim Hortons Board of Directors assumes accountability for the success of the enterprise by taking responsibility for the management in both failure and success. Its overall intent is to maximize long-term shareholder value, ensure that the Company conducts its business in a highly ethical manner, creates an environment that respects and values all employees, and promotes corporate responsibility.
Specifically, the Board's responsibilities include:
- Approving a corporate philosophy and mission
- Selecting, monitoring, evaluating, compensating, and - if necessary - replacing the CEO and other senior executives, and ensuring management succession
- Providing guidance for, reviewing and approving management's strategic and business plans, including developing a depth of knowledge of the businesses being served, understanding and questioning the assumptions upon which such plans are based, and reaching an independent judgment as to the probability that the plans can be realized
- Reviewing and approving the Company's financial objectives, plans, and actions, including significant capital allocations and expenditures
- Reviewing and approving material transactions not in the ordinary course of business
- Monitoring corporate performance against the strategic and business plans, including overseeing the operating results on a regular basis to evaluate whether the business is being properly managed
- Ensuring ethical behavior and compliance with laws and regulations, auditing and accounting principles, and the Company's own governing documents
- Performing such other functions as are prescribed by law, or assigned to the Board in the Company's governing documents.
The Board's goal is to be a strategic asset of the Company. It must constantly ensure that it has the right people, addressing the right issues with the right information in a culture that stimulates teamwork.
Tim Hortons Board - in a spirit of continuous improvement - will consistently be assessing its performance against governance "Best Practices" and hold itself accountable both as individuals and as a Board for adhering to the highest standards of board professionalism and performance.