Corporate Governance Documents
La Corporation is an issuer listed on the Toronto Stock Exchange (“TSX”) and is therefore required to post on its Website the current and effective versions of its corporate governance documents.
Certificates and Articles of Incorporation and Amendments
The Corporation was incorporated on October 22, 1979 under the original name “LES ENTREPRISES EL DRAGO LTÉE” and has changed its name to “ADF GROUP INC.” since August 5, 1998. The document titled “Articles of Incorporation and Amendments“ includes the incorporation under the original name and all subsequent amendments, including, among others, the change of corporate name.
Majority Voting Policy for the Election of Directors
Issuers that are listed on the TSX are required to adopt a majority voting policy for the election of directors, unless satisfying the obligation regarding the majority voting requirement in such a manner acceptable to the TSX or rely on the majority controlled listed issuer exemption. The Corporation has not adopted a majority voting policy for the election of directors for non-contested meetings. The Corporation has received confirmation from the TSX that it could rely on the majority controlled listed issuer exemption given that, as a result of the shareholder agreement applicable to Jean Paschini, Pierre Paschini and Marise Paschini, they control together and not separately approximately 89% of the voting rights attached to all outstanding shares. In this context, implementing a majority voting policy would be illusory and would not have a practical effect.
Position Descriptions for the Co-Chairman of the Board of Directors and Chief Executive officer and the Co-Chairman of the Board of Directors and Independent Board Leader
The position descriptions for the Co-Chairman of the Board of Directors and Chief Executive Officer and the Co-Chairman of the Board of Directors and Independent Board Leader are included in the document titled “Board of Directors’ Mandate”.