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Governance

Chairman of the Board

Key duties and responsibilities of the Chair are listed below:

• Planning, presiding over, and facilitating board and committee meetings; partnering with the CEO to ensure that board resolutions are carried out• Plan the Board’s annual schedule of meetings and agendas, in consultation with the Corporate Secretary and other directors as appropriate• Coordinate with the Corporate Secretary to ensure that the Board receives the appropriate quantity and quality of information in a timely manner to enable it to make informed decisions• Facilitate full and candid Board discussions, ensure all directors express their views on key Board matters and assist the Board in achieving a consensus• Taking the lead on any project relating to the sale, takeover, or merger of the company• Develop teamwork and a cohesive Board culture and facilitate formal and informal communication with and among directors• Help ensure that action items established by the Board are tracked and appropriate follow-up action is taken as necessary• Work with Committee Chairs to ensure that each committee functions effectively and keeps the Board apprised of actions taken• Collaborate with the Environment, Social and Governance Committee on the performance and structure of the Board of Directors and its committees, including the performance of individual directors• As a board member, approving HEXO’s annual budget, audit reports, and material business decisions; being informed of, and meeting all, legal and fiduciary responsibilities• Reviewing outcomes and metrics created by HEXO Corp. for evaluating its impact, and regularly measuring its performance and effectiveness using those metrics• Coordinating an annual performance evaluation of the CEO• Acting as an ambassador for the organization• Ensuring HEXO’s commitment to a diverse board and staff

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