The majority of the Corporation’s directors are independent. For a director to be considered independent, under applicable securities legislation, he or she must have no direct or indirect material relationship with RF Capital Group Inc. (RF Capital or the Corporation) that could materially interfere with his or her ability to act with a view to the best interest of the Corporation.
The Corporation’s board of directors (Board of Directors), upon the recommendation of the Governance Committee, has considered the types of relationships that could reasonably be expected to be relevant to the independence of a director of the Corporation.
The Board of Directors has determined that:
(i) a director’s interests and relationships arising solely from his or her (or any immediate family members1) shareholdings in the Corporation are not, in and of themselves, a bar to independence; and
(ii) a director will be independent unless currently, or at any time within the past three years, he or she or any immediate family member:
1 A (i) spouse, parent, child, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or (ii) any family member who shares that director’s home.
2 Employment as an interim chair or an interim Chief Executive Officer need not preclude a director from being considered independent following the end of that employment. Receipt of compensation by an immediate family member need not preclude a director from being considered independent if that family member is a non-executive employee.