Our Respect for Governance

Corporate Governance

Neo’s prides itself to its shareholders for its corporate governance policies and practices.

Board of Directors: Neo’s highest governance body is its Board of Directors. The term of office of each director expires at the annual meeting of shareholders. Neo’s Board is currently comprised of seven directors:

  • Claire Kennedy (Board Chair)
  • Eric Noyrez
  • Constantine Karayannopoulos
  • Brook Hinchman
  • Edgar Lee
  • Gail Edwards
  • Greg Share

Independence: All of the directors are independent of management with one exception, Constantine Karayannopoulos, who is Neo’s President and Chief Executive Officer.

The Board, directly and through its committees, oversees management and is responsible for the stewardship of Neo, ensuring that long-term value is being created for all of its shareholders while considering the interests of the Neo’s other stakeholders including employees, customers, suppliers and the community.

Board Committees: The Board delegates a number of responsibilities to committees, which are listed in the table below:

Audit Committee

The Audit Committee is responsible for assisting in the Board’s oversight of the reliability and integrity of the accounting principles and practices, financial statements and other financial reporting and disclosure practices followed by management of the Company. The Committee shall also have oversight responsibility for: (i) the qualifications, independence and performance of the independent auditors; (ii) the establishment by management of an adequate system of internal controls; (iii) the preparation by management of quarterly and annual financial statements; and (iv) the maintenance by management of practices and processes to ensure compliance with applicable laws.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee is responsible for (i) discharging the Board’s responsibilities relating to the compensation of the Company’s executive officers, (ii) administering the Company’s incentive compensation and stock plans, and (iii) assisting the Board with respect to management succession and development. The Committee shall review and make recommendations to the Board on an annual basis regarding (i) company-wide compensation programs and practices, (ii) all aspects of the remuneration of the Company’s executive officers and (iii) equity-based plans and any material amendments thereto.

Corporate Governance & Nominating Committee

The Corporate Governance and Nominating Committee is responsible for assisting the Board: (i) in fulfilling its oversight responsibilities with respect to the corporate governance practices of the Company and; (ii) with identifying, recruiting and nominating individuals that are qualified to become Board members.

HESS Committee

The Health, Environment, Safety and Sustainability (“HESS”) Committee for assisting the Board in fulfilling its oversight responsibilities relating to the Company’s policies, standards, goals and objectives, and compliance systems regarding HESS matters. The Committee shall provide oversight on work relative to: (i) the protection of the health and safety of employees, contractors, customers, and the public; (ii) the protection of Company property; (iii) the protection of the environment and; (iv) the promotion of sustainable business practices.

Corporate Governance

Neo recognizes and embraces the benefits of having diversity on the Board and in its senior management. Presently, Neo has two female directors, representing approximately one-third (33%) independent directors.

Neo also recognizes that its Board and senior management appointments must be based on performance, ability, merit and potential. Therefore, Neo ensures a merit-based competitive process for appointments. Neo’s commitment to diversity will include ensuring that diversity is fully considered by the Board in identifying, evaluating and recommending Board appointees/nominees. With respect to the Board composition, as appropriate, the Board will:

  • assess the effectiveness of the Board appointment/ nomination process at achieving Neo’s diversity objectives; and
  • consider and, if determined advisable, recommend for adoption, measurable objectives for achieving diversity on the Board.

At any given time, the Board may seek to adjust one or more objectives concerning diversity and measure progress accordingly

Advancing Collective Knowledge on Sustainability:

The Board HESS Committee requested from Management to prepare a Sustainability Primer Knowledge document and presentation for its first quarterly update meeting of 2021, in alignment with the Board’s efforts to continuously increase its understanding of current development in the ESG domain.

ESG-linked Executive Compensation:

In 2021, Neo’s Compensation Committee introduced an ESG component within the incentive structure of executive compensation. This ensures a long-term compensation reward alignment of Neo’s financial performance with its relentless pursuit of continuous improvement on reducing the environmental footprint of its operations and its becoming of a more engaged corporate citizen in the communities it operates. Since its introduction in 2021, ESG-linked executive compensation at Neo has catalyzed deeper conversations on developing a strategy to gradually converge to more climate-neutral operations in the longterm.