Lakehead Marine’s former CEO retired fourteen months ago, sold all her shares, and has been nominated to the board. Under NI 52-110, she is:

Answer

Not independent — a former executive within the three-year look-back

Options - A. Not independent — a former executive within the three-year look-back - B. Independent, because she no longer works for or owns any of the company - C. Independent, provided she does not sit on the audit committee - D. An inside director, since former executives remain insiders for life Why - A. Correct — an individual who was an executive officer within the last three years is deemed to have a material relationship. - B. Ending employment and ownership does not end the look-back; the deemed relationship runs for three years. - C. Committee membership does not change the classification; she is not independent for any purpose until the look-back expires. - D. She is no longer an employee, so she is an outside director — but an outside director who is not independent.

OpenStax Finance §2.3; NI 58-101 s. 1.2; NI 52-110 s. 1.4; NP 58-201 ss. 3.1–3.2