Corporate Governance
Board of Directors
* Rochelle Stenzler, Chairperson of the Board
Click here to download the Board of Directors Charter [Acrobat PDF, 112 KB]
Audit Committee Members
* Ron Hosking, Chair
* Rochelle Stenzler
* Tamar Howson
* Ilan Oren
Click here to download the Audit Committee Charter
Corporate Governance & Compensation Committee
* Perry Molinoff, Chair
* Tomer Gold
* Ronald Hosking
* Nan Hutchinson
* Rochelle Stenzler
Click here to download the Corporate Governance & Compensation Committee Charter
Other Policies
Click here to download the Code of Business Conduct and Ethics
Click here to download the Securities Trading and Reporting Guidelines
Click here to download the Communications Disclosure and Confidentiality Policy
Position Descriptions
Click here to download the Position Description – Chairman of the Board
Click here to download the Position Description – Committee Chairs (Audit and CGN&CC)
Click here to download the Position Description – Chief Executive Officer
NASDAQ CORPORATE GOVERNANCE
Our common shares are quoted for trading on the NASDAQ Global Market under the symbol CYNA. As a Canadian corporation listed on the NASDAQ Global Market, we are not required to comply with certain of the NASDAQ corporate governance standards, so long as we comply with Canadian corporate governance practices. In order to claim such an exemption, however, we must disclose the significant differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards.
The following is a summary of the significant ways in which our corporate governance practices differ from those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards. Except as described in this summary, we are in compliance with the NASDAQ corporate governance standards in all significant respects.
Quorum Requirements
Rule 5620(c) of the NASDAQ Marketplace Rules requires that the minimum quorum requirement for a meeting of shareholders is 33.33% of the outstanding common shares. In addition, Rule 5620(c) requires that an issuer listed on NASDAQ state its quorum requirement in its bylaws. We follow applicable Canadian laws with respect to quorum requirements. Our quorum requirement is set forth in our by-laws, which requires that at any meeting of our shareholders, two persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxyholder or representative for a shareholder so entitled, would constitute a quorum for the transaction of any business of the company. The foregoing is consistent with the laws, customs, and practices in Canada.
Shareholder Approval
Section 5635 of the NASDAQ Marketplace Rules requires shareholder approval to be obtained in connection with the undertaking of certain actions. The circumstances under which shareholder approval is required under the NASDAQ Marketplace Rules are not identical to the circumstances under which shareholder approval is required under Canadian and TSX requirements. For example, but without limitation, Section 5635 requires shareholder approval of most equity compensation plans and material revisions to such plans. This requirement covers plans that provide for the delivery of both newly issued and treasury securities. The TSX rules provide that only the creation of or certain material amendments to equity compensation plans that provide for new issuances of securities are subject to shareholder approval. We follow the TSX rules with respect to the requirements for shareholder approval of potential transactions, including, without limitation, shareholder approval of equity compensation plans and material revisions to such plans.
PFIC STATEMENTS
Click to download the 2015 PFIC Annual Information Statement
Click to download the 2014 PFIC Annual Information Statement
