(1) A decision by the independent review committee on a conflict of interest matter or any other matter that securities legislation requires the independent review committee to review requires the agreement of a majority of the independent review committee’s members.
(2) If, for any reason, an independent review committee has two members, a decision by the independent review committee must be unanimous.
(3) An independent review committee with one member may not make a decision.
Commentary
1. This section requires a decision of the members of the IRC to represent the majority. Should the IRC find itself with two members, subsection (2) permits the IRC to continue to make decisions on conflict of interest matters provided the remaining two members agree.