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Stelco Holdings Inc. is listed on the TSX under the symbol "STLC"

Board Committees

Audit Committee

Chair: Michael Mueller

Our Board has adopted a written charter for the Audit Committee, which sets out the Audit Committee’s responsibilities. The Audit Committee’s responsibilities will include: (i) reviewing and approving the engagement of the auditors; (ii) reviewing annual and quarterly financial statements and all other material continuous disclosure documents, including our annual information form and management’s discussion and analysis; (iii) assessing our accounting policies; (iv) reviewing our risk management procedures; (v) reviewing any significant transactions outside our ordinary course of business and any legal matters that may significantly affect our financial statements; (vi) overseeing the work and confirming the independence of the external auditors; and (vii) reviewing, evaluating and approving the internal control procedures that are implemented and maintained by management, including, without limitation, the whistleblower policy.

REVIEW OUR AUDIT COMMITTEE MANDATE

Compensation, Governance and Nominating Committee

Chair: Heather Ross

Our Board has adopted a written charter for the Compensation, Governance and Nominating Committee which sets out its responsibilities for: (i) assessing the effectiveness of our Board, each of its committees and individual Directors; (ii) overseeing the recruitment and selection of candidates as Directors; (iii) organizing an orientation and education program for new Directors; (iv) considering and approving proposals by the Directors to engage outside advisors on behalf of our Board as a whole or on behalf of the Independent Directors; (v) reviewing and making recommendations to our Board concerning any change in the number of Directors composing our Board; (vi) considering questions of management succession; (vii) administering any compensation incentive programs of our Company; (viii) assessing the performance of management of our Company; and (ix) reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to Directors and officers of our Company.

REVIEW OUR COMPENSATION, GOVERNANCE, AND NOMINATING COMMITTEE MANDATE

Environment, Health and Safety Committee

Chair: Indira Samarasekera

The Board intends to establish the Environment, Health and Safety Committee following the closing of our initial public offering. The primary role of the Environment, Health and Safety Committee will be to assist the Board in fulfilling certain of its oversight responsibilities by, among other things, overseeing the establishment and administration of the environmental, health and safety policies, programs, procedures and initiatives for the Company, including those as will promote the safety and health of its employees, contractors, customers, the public and the environment, and reviewing periodically the reputation of the Company as a responsible corporate citizens and efforts to employ sustainable business practices consistent with the purpose and values of the business.

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