Investors

Corporate Governance

In recent years, there has been an increasing global trend toward improved governance practices, increased accountability as well as responsibility. We have also seen a number of corporate and regulatory initiatives introduced in Canada and the United States which are focused on corporate governance. Ballard has significantly improved our corporate governance practices and we continually review our practices to ensure that we are not only in compliance with all applicable regulations, but are also following best practices at all times.

Our Board of Directors consists of 9 directors, eight of whom are independent.  "Independence" is determined by criteria set out by the Toronto Stock Exchange, NASDAQ and applicable laws and regulations including the Sarbanes-Oxley Act.

Our corporate governance guidelines provide an overview of the various aspects of our governance practices.
Corporate Governance Guidelines - February 2008  (40KB pdf)

Our Board operates through a Board mandate and terms of reference for individual directors.
Board Mandate - February 2008 (34 KB pdf)
Terms of Reference for Directors - February 2008  (29KB pdf)

There are currently three standing committees of the Board: the Audit Committee; the Corporate Governance Committee; and the Management Development, Nominating & Compensation Committee. Each committee has a mandate which is established by the Board and which sets responsibilities and authority of the committee.
Audit Committee Mandate - February 2008  (243KB pdf)
Corporate Governance Committee Mandate - February 2008 (82KB pdf)
Management Development, Nominating and Compensation Committee Mandate - February 2008  (121KB pdf)

The Board has adopted and approved terms of reference for the Chairs of the board committees.
Committee Chair Terms of Reference - February 2008  (22KB pdf)

The Board has approved terms of reference for the Chief Executive Officer. The goals and objectives for the Chief Executive Officer are reviewed annually and discussed by the Management Development, Nominating and Compensation Committee.
Chief Executive Officer Terms of Reference - March 2005  (25KB pdf)

Members of our Board of Directors are also bound by our Code of Ethics which applies not only our Board of Directors, but also to employees of Ballard.
Code of Ethics - February 2008  (57KB pdf)

For shareholders who wish to communicate with the Board of Directors on specific Board related matters, please email the Office of the Chair at boardofdirectors@ballard.com

Corporate Watch Phone Numbers

At Ballard, we uphold the highest standards of ethical business and personal conduct, integrity and professionalism. We are a responsible corporate citizen. While reaching our business goals is critical to corporate success, the way we achieve them is equally important. In support of this, we have established a communication channel for employees and other stakeholders to report their concerns regarding the integrity of Ballard's internal policies, law, or regulation:

How to Report
We utilize an independent, third party supplier to provide a confidential and anonymous communication channel for your use in reporting concerns. You may file a report by calling

Within North America 1-866-412-3123
Outside North America (Country's international access code) 800-7530-7530

You Are Protected
This reporting system is confidential and anonymous so you should feel comfortable using it. Ballard employees are protected against termination, demotion or any other adverse consequence to their employment when reporting valid concerns.