1997 Annual Report - Four Seasons Hotels and Resorts

CORPORATE GOVERNANCE(continued)The Audit Committee has primary oversight responsibility for the Corporation’s financial reporting, risk managementand internal controls. The Committee has unrestricted access to the Corporation’s personnel and documents and to theCorporation’s external auditors. The Audit Committee reviews the annual financial statements and recommends theirapproval to the Board. The Audit Committee reviews the scope and planning of the external audit, the form of auditreport and any correspondence from or comment by the external auditors regarding financial reporting and internalcontrols. Accordingly, the Corporation complies with the applicable Guidelines.Compensation and Organization Committee Members: Charles S. Henry, Edmond Creed, Nan-b de Gaspé Beaubien,Lionel H. Schipper (Chairman), Benjamin Swirsky, Isadore Sharp.The Compensation and Organization Committee ensures that a process is in place to maintain the compensationprogram for the senior executive officers of the Corporation at a fair and competitive level. The Committee ensures thatprograms related to manpower planning, management development, succession planning, career path planning andperformance evaluation are effectively integrated with the Corporation’s strategy. The Committee reviews the compensationand remuneration of the Board. Accordingly, the Corporation complies with the applicable Guidelines.Corporate Governance Committee Members: Charles S. Henry, Murray B. Koffler (Chairman), J. Robert S. Prichard,Lionel H. Schipper, Benjamin Swirsky.The Corporate Governance Committee’s mandate is to enhance the Corporation’s corporate governance throughcontinuing assessment and policy recommendations on the Corporation’s approach to corporate governance. The Committeedevelops for the approval of the Board the report on the Corporation’s corporate governance practices. The Committeedetermines suitable candidates for nominees as directors, periodically reviews the mandates of committees of the Board andassesses the effectiveness of the directors, oversees an orientation and education program for new recruits to the Board inorder to familiarize them with the business of the Corporation, reviews the relationship between management and theBoard, and assesses the Board’s effectiveness as a whole. The Committee has also been granted the authority and directionto take such other initiatives as are needed to help the Board address corporate governance issues and to approve theengagement of independent advisors for individual directors at the expense of the Corporation, if the need should arise.Accordingly, the Corporation complies with the applicable Guidelines.C O M M U N I C A T I N G T O S H A R E H O L D E R SThe Board of Directors of FSHI is committed to an effective communications policy for the benefit of all stakeholdersincluding shareholders, debt holders, suppliers, guests, governmental authorities, employees and members of the investmentcommunity. In addition to its timely and continuous disclosure obligations under applicable law, the Corporation maintainsan Investor Relations Department and ensures that senior management are available to shareholders to respond toquestions and concerns. Shareholder concerns are dealt with on an individual basis, usually by providing requestedinformation. Material concerns and questions raised by shareholders to senior management are reported by seniormanagement to the Board.The Board has also adopted a policy for dealing with analysts and the financial press so as to ensure a dialoguebetween the investment community and the Corporation to facilitate the dissemination of information. The policy involvesquarterly meetings with analysts conducted by senior management, with the Corporation’s General Counsel involved,to the extent practicable, to ensure that the Corporation is complying with all applicable disclosure requirements.76Four Seasons Hotels Inc.