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Governance

Board of Directors

Pramod Jain

Chief Executive Officer and Director

Mark Miller

Director and Chair of the Board

Tina Antony

Director

Alex Davern

Director

Ken Dedeluk

Director

Christopher Fong

Director

Peter Kinash

Director

Kiren Singh

Director

Birgit Troy

Director

Policies

Privacy Policy

Computer Modelling Group Ltd. is committed to protecting your privacy. We use the information we collect about you to facilitate the provision of our services and to provide you with a more personalized experience. We have created this Privacy Policy in order to demonstrate our firm commitment to protecting the privacy of all of our customers, website users, investor relations and service providers.

 

We are also careful to ensure that information is used responsibly, and only for the purposes for which it is provided.

 

This Privacy Policy is intended to comply with the Canadian government’s privacy legislation, the Personal Information Protection and Electronic Documents Act, as well as Alberta’s Personal Information Protection Act. We want you to understand how and under what circumstances your personal information is collected, used and disclosed, as well as what Computer Modelling Group Ltd. is doing to ensure that your information is used according to good business practices and is protected accordingly.

 

Anonymous Information:
Information submitted by your computer system(s) while accessing our internet services may be gathered by Computer Modelling Group Ltd. as part of standard business practices. Such information may be collected for example through "traffic data" and may entail the use of cookies, IP addresses, submitted data or other numeric codes used to identify a computer. Subject to applicable laws and regulations, we reserve the right to inspect and monitor network usage without notice to the User. The information submitted will not be sold or shared with third party marketing firms.

 

What is Personal Information?
Personal information is information that identifies you as an individual. It includes information such as your name, company, address, telephone number, e-mail address and any other information which you may choose to provide.

The information we may collect or obtain (depending on the circumstances) includes but may not be limited to:

  • Identification and contact information: such as your name, company, telephone, corporate email address and preferences

 

Personal Information Collection and Use by Computer Modelling Group Ltd.
Computer Modelling Group Ltd. may gather personally identifiable information about you, ONLY if you voluntarily choose to provide it yourself (for example: while submitting certain forms from www.cmgl.ca, through the User Registration area, www.cmgl.ca/user or via business cards). Personally identifiable information collected may be used to provide users, upon request, with further information, assistance, support and updates with regards to our products, technology, training, and events.

Computer Modelling Group Ltd. does not collect personal information about you without your knowledge and consent.

 

Personal Information Disclosure by Computer Modelling Group Ltd.
We will not disclose your personal information to third parties without your consent to do so. Computer Modelling Group Ltd. reserves the right to disclose personal information if required to do so by law or in the good faith belief that such action is reasonably necessary to comply with legal process, respond to claims or to protect the rights, property or safety of Computer Modelling Group, its customers, service providers or the public.

 

When Do We Share Your Personal Information
There are limited circumstances where we may share some personal information about our users with a third party. For example:

  • Subject to applicable regulations, we may disclose your personal information to a government agency, court, or law enforcement personnel.

It is Computer Modelling Group’s policy NOT to disclose its customer or member database to any third party.

 

Personal Information Protection by Computer Modelling Group Ltd.
We recognize our obligations to protect personal information. We have therefore made arrangements to secure against the unauthorized access, collection, use, disclosure, copying, modification and disposal of personal information.

Computer Modelling Group considers personal information provided by you to be private and confidential and accordingly we treat it with care.

 

Consent to Use of Personal Information
By submitting personal information to Computer Modelling Group Ltd., you acknowledge and agree that you have consented to the collection, use and disclosure practices set out in this Privacy Policy as they relate to your personal information. You may withdraw your consent at any time by contacting Computer Modelling Group at privacy@cmgl.ca or logging into the User Area on www.cmgl.ca/user and selecting the “Edit” tab. The “Edit” section gives you the opportunity to update your personal information and communication preferences or unsubscribe from Computer Modelling Group’s emails.

 

Accessing, Correcting or Updating Your Personal Information
At any time, you may update your personal information by logging into the User Area on www.cmgl.ca/user and selecting the “Edit” tab. The “Edit” section gives you the opportunity to update your personal information and communication preferences or unsubscribe from Computer Modelling Group’s emails. In addition, you may also request that we correct or update your personal information by contacting Computer Modelling Group. Computer Modelling Group Ltd. will use reasonable efforts to ensure that your personal information is accurate and current.

 

Third Parties’ Practices:
Computer Modelling Group would like to emphasize that we are not and cannot be held responsible for the content or the privacy policies of Web sites to which it may link or Web sites that link to www.cmgl.ca.

 

Contacting Computer Modelling Group Ltd.
If you have any requests, questions or comments about your personal information or this Privacy Policy, you may contact us in one of the following ways:

 

By email or by mail at:

 

Computer Modelling Group Ltd.
3710 33 Street NW
Calgary, AB T2L 2M1
Attention: Privacy Office

 

This Privacy Policy may be changed from time to time without notice.

 

The CMG Privacy Policy was last updated on March 5, 2018

Code of Conduct

CMG is committed to conducting its business in accordance with the highest standards of ethical conduct and in compliance with applicable laws, rules and regulations. Accordingly, our Board of Directors has adopted a Business Code of Conduct.

The CMG Code of Business Conduct includes:

  • Employee rights, health and safety and environment
  • Business conduct
  • Conflicts of interest
  • Internal controls and protection of corporate assets
  • Retention and destruction of records
  • Non-profit and professional association
  • Use of the corporation’s property
  • Political participation
  • Compliance with this code
  • Waiver of the code

To read the CMG Business Code of Conduct in more detail, please download the full version, amended on May 22, 2024.

Whistleblower Policy

Reporting Abuses, Whistleblower Protection Policy

CMG recognizes the value of transparency and accountability in its administrative and management practices. In line with that commitment, and in accordance with Canadian regulations, CMG has a policy which encourages and enables its directors, officers, employees and consultants to raise any concerns regarding accounting, internal controls or auditing matters, free of any discrimination, retaliation or harassment.

If you have a complaint regarding accounting, internal accounting controls or auditing matters or a concern regarding questionable accounting or auditing matters, you should submit your written complaint or concern to the Chairman of the CMG Audit Committee, according to the guidelines in the policy.

Your submission should include a detailed description of the activity for which you have a complaint or concern and, if known, should specify the date(s) and location(s) of such activity. You may submit your complaint or concern anonymously.

All reports will be taken seriously and will be promptly investigated.

To read the CMG Whistleblower Policy in more detail, please download the full version, amended on November 12, 2014.

Majority Voting Policy

The Board of Directors of Computer Modelling Group Ltd. (the "Corporation") believes that each director should have the confidence and support of the shareholders of the Corporation. Consequently, the Board of Directors of the Corporation has unanimously adopted this statement of policy. Future nominees for election to the Board of Directors will be asked to subscribe to this statement before their names are put forward.

This policy applies to an uncontested election of directors of the Corporation. In this policy, "uncontested election" means an election where the number of nominees for election is equal to the number of directors to be elected as set out in the applicable management proxy circular.

To read the CMG Majority Voting Policy in more detail, please download the full version (PDF, 110kb), amended on August 12, 2013, May 21, 2014, February 9, 2017, and February 7, 2024.

Governance

Articles

To read the CMG Articles in more detail, please download the full version.

By-Laws

To read the CMG By-laws in more detail, please download the full version.

Chairman of the Board

Position Description for Chairman of the Board Referring to the mandate of the Board, the Board Chair is to manage the affairs of the Board: ensures the Board is properly organized, undertakes effectively the specified stewardship functions, and operates independently of Management when necessary. In fulfilling this function, the Board Chair works with the Lead Director (if applicable), CEO, CFO, committee chairs and corporate secretary. To read the CMG Position Description for Chairman of the Board in more detail, please download the full version.

Board Mandate

The mandate of the Board is to undertake stewardship of the Corporation pursuant to applicable statutes and regulations. It undertakes the stewardship principally through: (1) reviewing and making decisions with respect to the strategic direction and plans of the Corporation; (2) considering for approval, recommendations from its committees; and (3) undertaking strategic initiatives of the Board itself. In discharging its duties and responsibilities, the Board shall act in accordance with applicable laws and regulations, including but not limited to the provisions of the Business Corporations Act (Alberta) ("ABCA"), with a view to always act in the best interests of the Corporation. The Terms of Reference distinctly delineate the stewardship and authorities of the Board from those of Executive Management and facilitate effective communication and coordination among the Board, Board Committees, Executive Management, shareholders and the public. To read the CMG Board Mandate in more detail, please download the full version.

Audit and Finance Committee Charter

The Audit Committee is part of the Board of Directors of Computer Modelling Group Ltd. and its function is to assist the Board in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes and the reviews and audits of the financial statements and reports of the Corporation by monitoring: (i) the quality and integrity of the Corporation’s financial statements and related disclosures; (ii) the qualification and independence of the external auditor and the audit process and making the recommendation to shareholders for the appointment thereof; (iii) the adequacy and effectiveness of internal control over financial reporting and disclosure controls and procedures that Management has established (including information technology strategy, risks and cyber security controls); (iv) the performance of the Corporation’s internal audit function and external auditors; and (v) the Corporation’s compliance with legal and regulatory requirements and the Code of Business Conduct. The Audit Committee provides assistance by reviewing, reporting, and recommending its stewardship matters to the Board for consideration and decision. To read the CMG Audit Committee Charter in more detail, please download the full version.

Talent Management, Governance, and Nominations Committee Charter

The Governance Committee is part of the Board of Directors of Computer Modelling Group Ltd. and its function is to assist the Board in fulfilling stewardship with respect to: (i) utilizing good corporate governance practices and policies, (ii) director nomination and education, and (iii) compensation of officers and directors. The Governance Committee provides assistance by reviewing, reporting, and recommending its stewardship matters to the Board for consideration and decision. To read the CMG Governance Committee Charter in more detail, please download the full version.

Shareholder Rights Plan

To read the CMG Shareholder Rights Plan, please click here.
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