SunOpta, Inc. - Corporate Governance


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STKL - (NASDAQ)
Mar 12, 2010 1:34 PM ET
$3.95


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Corporate Governance

Management

Steven R. Bromley
President and Chief Executive Officer
SunOpta Inc.: Steven Bromley serves as President and Chief Executive Officer and a Director of SunOpta Inc. Mr. Bromley joined SunOpta in June 2001 and has served in a number of key operating and financial roles since that time. Mr. Bromley served as Executive Vice President and Chief Financial Officer through September 2003 until his appointment as Chief Operating Officer. In addition to his role of Chief Operating Officer, Mr. Bromley was appointed by the Board of Directors as President in January 2005 and subsequently as Director and Chief Executive Officer in 2007. Prior to joining the Company, Mr. Bromley spent approximately 13 years in the Canadian dairy industry in a wide range of financial and operational roles with both Natrel Inc. and Ault Foods Limited. From 1977 to 1999 he served on the Board of Directors of Natrel Inc. Mr. Bromley is a Director of all of the companies subsidiaries and in July 2004, Mr. Bromley was elected as Director of the Board of Opta Minerals (TSX: OPM), which is approximately 66.7% owned by the Company and was appointed to the Board of Directors of SunOpta Inc. on January 26, 2007.
Tony Tavares
Vice President and Chief Operating Officer
SunOpta Inc.: Tony Tavares joined SunOpta Inc. in June 2008 as Vice President and Chief Operating Officer. Mr. Tavares brings over 20 years of food industry experience to this role with a focus on increasing organizational profitability in changing environments through a combination of innovative marketing, lean manufacturing and strong organizational development. Prior to joining SunOpta, Mr. Tavares was Chief Executive Officer of Maple Lodge Farms Inc., and has also held a number of senior positions in the Canadian food industry including President of Maple Leaf Poultry, a division of Maple Leaf Foods and President of Tyson Canada.
Eric Davis
Vice President and Chief Financial Officer
SunOpta Inc.: Eric Davis joined SunOpta Inc. in March 2009 as Vice President and Chief Financial Officer. Mr. Davis is a Chartered Accountant as well as a Certified Management Accountant with over 25 years of diverse finance and accounting experience in Canada and internationally, with significant experience in the food and beverage manufacturing and distribution markets as well as broad manufacturing experience across a number of industries. Prior to joining SunOpta, Mr. Davis was Chief Financial Officer for Grant Forest Products, a leading Canadian manufacturer of oriented strand board. Mr. Davis has also held CFO positions with Johnson Electric Holdings Ltd., a publicly traded global small motor manufacturer and various Senior Vice President and CFO positions within The Coca-Cola Company in Canada as well as the Asian-Pacific market.
John H. Dietrich
Vice President, Corporate Development
SunOpta Inc.: John Dietrich serves as Vice President, Corporate Development. Mr. Dietrich joined SunOpta in 2002 as Vice President and Treasurer. In September 2003 Mr. Dietrich was promoted to Vice President and CFO and served in this role until March 15, 2009 when he was appointed to Vice President, Corporate Development. From January 1995 until September 2001, Mr. Dietrich held finance roles at Natrel, Inc. as Director of Business Development, Paragaon Trade Brands (Canada) Inc. as Director of Finance and VP of Finance at Bridge2market Inc. Mr. Dietrich is a Chartered Accountant and Chartered Financial Analyst. Mr. Dietrich has not served on any other reporting issuer's Board of Directors
Benjamin Chhiba
Vice President, General Counsel and Secretary
SunOpta Inc.: Mr. Chhiba is a lawyer who joined SunOpta Inc. in January 2004 as Vice President, General Counsel and Secretary.

Prior to joining the Company, Mr. Chhiba spent 15 years, primarily in the information technology industry, in identical positions, including Corporate Secretary, with public and private companies, notably MFP Technology Services Ltd. and Sidus Systems Inc. Mr. Chhiba has not served on any reporting issuer's Board of Directors.
Frank G. Syer
Vice President Human Resources and Organization Development
SunOpta Inc.: Frank Syer joined SunOpta Inc. in March 2007 as Vice President, Human Resources & Organization Development. Mr. Syer has a Masters in Industrial Relations and over 20 years of international experience in human resources, organization development, labour relations and compensation and benefits. Prior to joining the Company, Mr. Syer spent over 7 years at Vincor International Inc. most recently in the position of Executive Vice President Human Resources & Organization Development. He has also held human resource leadership roles at Natrel, Canada Bread and Mars Inc. In the past 5 years, Mr. Syer has not served on any reporting issuers Board of Directors.
Brian Metler
Vice President Risk Management and Internal Audit
SunOpta Inc.: Brian Metler joined SunOpta Inc. in July 2008 as Vice President, Risk Management and Internal Audit. Mr. Metler has a Masters Business degree and over 20 years of corporate governance, operations and banking experience. Prior to joining the Company, Mr. Metler spent 5 years with Bell Canada in various senior leadership roles including audit and risk management, financial planning/reporting and accounts receivables/bad debts management. Mr. Metler also enjoyed 17 years with the Canadian Imperial Bank of Commerce, the last 5 years in senior risk management roles including operational risk coverage of USA and European operations. Considered an expert in operational risk management and quantification, Mr. Metler has spoken at several international risk conferences.
Mitch Jensen
Vice President of IT
SunOpta Inc.: Mr. Jensen started with SunOpta as Corporate IT Director in August 2004 and was promoted to SunOpta, Vice President of IT in October of 2008. Mr. Jensen is a PMP (Project Management Professional) with over 20 years of IT leadership experience including ERP implementation, application development and support, web services, and infrastructure management. Prior to joining the company, Mr. Jensen spent over 9 years NCS Pearson in various senior leadership roles and has also held IT leadership roles at Burlington Northern Railroad.
Arthur J. McEvily Ph. D.
Vice President Technology and Innovation SunOpta Inc. and Executive Vice President and Chief Operating Officer SunOpta BioProcess Inc.: Arthur McEvily, Ph. D. was appointed Vice President, Technology & Innovation in August 2007 and has also held the position of Executive Vice President and Chief Operating Officer with SunOpta BioProcess, Inc, since January 2008. Previously, Dr. McEvily had been President of the SunOpta Ingredients Group since April 2003. Prior to that, he held the position of President and Chief Executive Officer of Opta Food Ingredients which he obtained in February 2000. During his tenure with Opta, Dr. McEvily was named Executive Vice President in January 1999, Senior Vice President, Commercial Development in December 1997 and served as Vice President Applications, Technical Service and New Product Commercialization from August 1996 to December 1997. He served as Vice President Sales and Business Development of from December 1993 to July 1996. Dr. McEvily received a B.Sc. in Biochemistry from Marlboro College, Marlboro, Vermont (1981) and a Ph.D. in Chemistry at the University of North Carolina at Chapel Hill (1985). He was a postdoctoral fellow at Harvard Medical School from 1985 to 1988.
Allan G. Routh
President, SunOpta Grains and Foods Group: Allan Routh was elected to the Board of Directors in September 1999. Mr. Routh is President of the Company's Grains and Foods Group and prior to March 2003 was President and Chief Executive Officer of the SunRich Food Group, Inc., a wholly-owned subsidiary of the Company. Mr. Routh has been involved in the soy industry and soy industry organizations since 1984. He is also a Director of other private companies. In the past 5 years, Mr. Routh has not served on any other reporting issuers Board of Directors
Douglas Shreves
President, SunOpta Ingredients Group: Mr. Shreves joined SunOpta Ingredients as Vice President of Sales and Business Development in June of 2001 and served in several roles of increasing responsibility since that time. In August of 2007 he was named Executive Vice President and General Manager. In January 2008 the Board of Directors appointed Mr. Shreves President of SunOpta Ingredients Group. Prior to joining SunOpta Mr. Shreves was Vice President of Sales for International Flavors and Fragrances. Mr. Shreves has over 25 years of experience in the food ingredients business.
Gerard J. Watts
President, SunOpta Fruit Group: Gerry Watts serves as President, SunOpta Fruit Group, Berry Operations. Mr. Watts joined SunOpta in May, 2008. Prior to joining the company, Mr. Watts spent over 25 years in the Fruit Industry in various Operational, Financial, and Sales/Marketing Executive roles with Calavo Growers Inc., Coastal Berry Company, and most recently, as Vice President and General Manager of Maui Pineapple Company. He has extensive management and operating experience with numerous fruit products including pineapple, strawberry, and avocado, as well as diverse geographic experience in Hawaii, Asia, California, Europe and Mexico. Mr. Watts has extensive business turnaround experience as well repositioning companies for profitable growth. Gerry has served on numerous boards representing the industry which he served.
Joseph J. Stern
President, SunOpta International Sourcing and Trading Group – Consumer Products Solutions: Joseph Stern, President, SunOpta International Sourcing and Trading Group – Consumer Products Solutions, joined SunOpta in September 2004 as President and co-founder of Organic Ingredients. Joseph's global expertise in organic supply sourcing has recently lead him to be appointed as President of the newly formed SunOpta International Sourcing and Trading Group. Joseph has over 30 years of experience in natural and organic food distribution.
Gerard Versteegh
President, SunOpta International Sourcing and Trading Group – Organic Ingredients: Gerard Versteegh, President, SunOpta International Sourcing and Trading Group – Organic Ingredients, joined SunOpta in April 2008 as President and co founder of Tradin Organic Agriculture. Gerard has 25 years of expertise on global sourcing of organic raw materials in a broad range of categories.
Roger Eacock
President, SunOpta Distribution Group: Roger Eacock serves as President, SunOpta Distribution Group. Mr. Eacock is also the global leader of SunOpta's environmental and sustainability organization and champions the corporate LEAN and continuous improvement programs. Mr. Eacock joined SunOpta in March 2006 as the Vice President, Global Supply Chain and served in this role until April 30, 2009 when he was appointed to President, SunOpta Distribution Group. Mr. Eacock brings over 20 years of global supply chain management, process engineering, business development, logistics, operations, and systems development. Prior to joining SunOpta, Roger has held numerous senior leadership roles in supply chain, process engineering, and systems at Dell Computer, Levi Strauss, and Canadian Pacific. He holds degrees in Business and Sociology from the University of Windsor, and is a certified Six-Sigma Black Belt.

Roger is regularly sought out as a keynote and content expert speaker at numerous trade conferences and Canadian universities on subjects relating to business ethics and global sourcing, supply chain trends and technologies, lean manufacturing, and e-commerce. Roger is a member of The Climate Change Project and was personally trained by former vice president and Nobel Laureate, Al Gore, as a certified presenter of "An Inconvenient Truth". He regularly presents to groups of students, businesses and community organizations on global warming and climate change. He is also member the UN Water Mandate steering committee on water and human rights.
David Chapman
President, Purity Life Health Products: David Chapman, President of Purity Life Health Products, joined SunOpta in 2006 as President and founder of Purity Life Health Products. David obtained his CMA Accounting Designation in 1978 prior to the start-up of Purity Life in 1984, which has grown to be the leading provider of Natural Health Products in Canada to Health Food Stores and Pharmacy outlets. David was named by the Canadian Health Food Association with its highest honor of Hall of Fame Award in 2007.
David J. Kruse
President and Chief Operating Officer, Opta Minerals Inc.: David. J. Kruse is a CMA (Chartered Management Accountant) and started with Opta Minerals as Financial Manager in November 1997. He was later appointed to Executive Vice President and Chief Operating Officer of Opta Minerals. In December 2002, Mr. Kruse was promoted to President and Chief Executive Officer of the Environmental Industrial Group (Opta Minerals) and its group of companies in Canada and the U.S.
Murray J. Burke
President and Chief Technology Officer, SunOpta BioProcess Inc.: Murray Burke is President and Chief Technology Officer of SunOpta BioProcess Inc. Mr. Burke has held a number of positions with the Company since1983 within the Steam Explosion Division. Murray Burke, P.Eng. has a BASC in Structural Engineering.

Directors

Steven R. Bromley
President and Chief Executive Officer
SunOpta Inc.: Steven Bromley serves as President and Chief Executive Officer and a Director of SunOpta Inc. Mr. Bromley joined SunOpta in June 2001 and has served in a number of key operating and financial roles since that time. Mr. Bromley served as Executive Vice President and Chief Financial Officer through September 2003 until his appointment as Chief Operating Officer. In addition to his role of Chief Operating Officer, Mr. Bromley was appointed by the Board of Directors as President in January 2005 and subsequently as Director and Chief Executive Officer in 2007. Prior to joining the Company, Mr. Bromley spent approximately 13 years in the Canadian dairy industry in a wide range of financial and operational roles with both Natrel Inc. and Ault Foods Limited. From 1977 to 1999 he served on the Board of Directors of Natrel Inc. Mr. Bromley is a Director of all of the companies subsidiaries and in July 2004, Mr. Bromley was elected as Director of the Board of Opta Minerals (TSX: OPM), which is approximately 66.7% owned by the Company and was appointed to the Board of Directors of SunOpta Inc. on January 26, 2007.
Jeremy N. Kendall
Chairman: SunOpta Inc.

Jeremy Kendall has served as a Director of the Company since September 1978. In June 1983, he was elected Chairman of the Board and Chief Executive Officer of the Company. He is Chairman of the Board of all of the Company's subsidiaries. He is also currently the Chairman of Opta Minerals Inc., (TSX:OPM) which is approximately 66.7% owned by the Company, and Chairman of Jemtec Inc. (6/91 to present) a distributor of electronic home incarceration equipment listed on the TSX Venture Exchange (the "TSV"), and Easton Minerals Ltd. (1/95 to present) a mineral exploration company listed on the TSXV is approximately 32% owned by the Company. Mr. Kendall has served on the following Board of Directors: BI Inc. (9/81 to 11/00), a producer of electronic home incarceration equipment listed on Nasdaq; Brigdon Resources Inc. (06/93 to 02/99) an oil and gas exploration company; Redaurum Ltd. (06/95 to 03/02), a mineral exploration company listed on the TSX; and Wisper Inc. (6/95 to 3/02), a provider of wireless electronic equipment and services listed on the TSXV. He is also a Director of a number of private and charitable organizations.
Allan G. Routh
President, SunOpta Grains and Foods Group: Allan Routh was elected to the Board of Directors in September 1999. Mr. Routh is President of the Company's Grains and Foods Group and prior to March 2003 was President and Chief Executive Officer of the SunRich Food Group, Inc., a wholly-owned subsidiary of the Company. Mr. Routh has been involved in the soy industry and soy industry organizations since 1984. He is also a Director of other private companies. In the past 5 years, Mr. Routh has not served on any other reporting issuers Board of Directors
Cyril A. Ing ^{(2) (5)}
Board Secretary and Independent Consultant: Cyril Ing is a retired Professional Engineer and was elected a Director in January 1984 and became an employee in August 1985. Mr. Ing currently serves on the Corporate Governance Committee and the Compensation Committee. He was an independent consultant specializing in engineering projects involving the combustion of biomass from May of 1982 to August 1985. In the past 5 years, Mr. Ing has served on the following Boards of Directors: Jemtec Inc. (11/99 to present) and Easton Minerals Ltd. (11/99 to present).
Member of the Audit Committee
Chair of the Compensation Committee
Katrina L. Houde ^{(2) (6)}
Independent Consultant: Katrina Houde was elected to the Board of Directors in December 2000 and also serves as a member of the Audit Committee. Ms. Houde has been an independent consultant since March 2000. From January 1999 to March 2000, Ms. Houde was President of Cuddy Food Products, a division of Cuddy International Corp. and was Chief Operating Officer of Cuddy International Corp. from January 1996 to January 1999. In the past 5 years, Ms. Houde has not served on any other reporting issuers Board of Directors.
Member of the Audit Committee
Member of the Compensation Committee
Douglas Greene ^{(4) (6)}
Independent Consultant: Douglas Greene was elected a Director of the Company in September 2008. Mr. Greene has over 30 years of experience in the natural and organic foods industry. Mr. Greene founded New Hope Natural Media, a business to business media group in the natural foods industry, and ran this company for twenty years before selling it to Penton Media in 1999. From 1999 to 2005, Mr. Greene was a board member of Penton Media which was listed on the NYSE and NASDAQ, and served on its Executive, Compensation and Audit Committees. From 1994 to 2005 Mr. Green was Chairman of Virtrina Group of Moscow, publishers and event producers for the grocery, restaurant and wine industries. Mr. Greene is a Board member of Next Foods.

Chair of the Nominating and Governance Committee
Member of the Compensation Committee
Victor Hepburn ^{(1) (4)}
Independent Consultant: Victor Hepburn was elected a Director of the Company in September 2008. Mr. Hepburn is a Chartered Accountant and attended the University of Glasgow. Mr. Hepburn is currently a Director of Opta Minerals Inc. (TSX:OPM) 66.6% owned by the Company, and Chairman of their Audit Committee. Mr. Hepburn has been self-employed since 2000 as a consultant and is a director of Walker Industries Holdings Inc., an aggregate and waste management company. Mr. Hepburn was the President and CEO of Hanson Brick America in 1999 and 2000, an international building materials company that is one of the largest ready mix concrete and brick manufactures in North America. Prior to its acquisition by Hanson Brick America, from 1977 to 1999 Mr. Hepburn was employed in various capacities with Jannock Limited, a company listed on the TSX, including serving as President and Chief Executive Officer, Brick Operations from 1985 to 1999. Mr. Hepburn also served as the a Director of the Brick Association of America from 1985 until 2000 and as Vice-Chairman from 1998 until 2000.

Chair of the Audit Committee
Member of the Nominating and Governance Committee
Jay Amato ⁽³⁾
Director: Jay Amato was appointed a Director of the Company and to Chair of the Corporate Governance Committee in November 2008. Mr. Amato is the founder and CEO of PersonalScreen Media LLC in New York, a company which is developing new methods of monetizing video content on the web. Previously, Mr. Amato was President and CEO of NASDAQ-traded ViewPoint Corporation, a premier interactive media company. He was also President and COO of Vanstar Corporation, a $2.8 billion public company with 7,000 employees that provided global computer outsourcing services. Adding to a considerable list of accolades and accomplishments, Mr. Amato was nominated for a national Emmy Award in 2008.

Chair of the Nominating and Governance Committee

(1) Chair of Audit Committee
(2) Member of Audit Committee
(3) Chair of Corporate Governance
(4) Member of Corporate Governance
(5) Chair of Compensation Committee
(6) Member of Compensation Committee

The Board of Directors of SunOpta, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Document	View
Audit Committee Charter		33.3 KB
Compensation Committee Charter		23.7 KB
Corporate Governance Committee Charter		23.0 KB
Directors Mandate		50.2 KB

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