Director Independence Standards

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: 
 

• Employment: Is (or has been) an officer or employee (or, in the case of a family member, an executive officer) of the Corporation, or its subsidiaries or Affiliates (as defined in section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions) (the “RF Capital Group”).
  
  
• Direct Compensation: Receives (or has received) more than $100,000 per year in direct compensation from the RF Capital Group (other than director fees, director fees and committee fees and pension or other forms of deferred compensation for prior service, provided it is not contingent or continued service).²
  
  
• Auditor Relationship: Is (or has been) affiliated with, or employed in a professional capacity by, the present or a former auditor of the Corporation.
  
  
• Material Commercial Relationship: Has (or has had), or is a director, executive officer, employee or significant shareholder of a person that has (or has had), a significant commercial relationship with the RF Capital Group as a result of which that person makes payments to, or receives payments from, the RF Capital Group for property or services in any fiscal year that, in aggregate, account for more than 2% or $1,000,000 (whichever is greater) of that person’s consolidated gross revenues, provided, however, that the holding by a director or immediate family member of a directorship with Richardson Wealth Limited shall not affect the independence of that director.
  
  
• Professional Advisor: Provides (or has provided), or is affiliated with a firm that provides (or has provided), professional legal, investment banking, consulting or similar advisory services to the RF Capital Group.
  
  
• Material Charitable Recipient: Is (or has been) employed as an executive officer, director or trustee of a not-for-profit entity that receives contributions from the RF Capital Group that, in the relevant year, represent more than 5% of the discretionary charitable contributions of the RF Capital Group or 2% of the gross revenues of the charitable organization. Automatic matching of employee charitable contributions will not be included in the amount of the RF Capital Group’s contributions for this purpose.
  
  
• Material Debt: Is (or has been), or is an employee, executive officer, director, trustee or significant shareholder of a person that is (or has been), indebted to the Corporation or to which the Corporation is indebted in an amount that is more than 5% of the total consolidated assets of that person of the Corporation, respectively.
  
  
• Inter-Locking Directorate: Is (or has been) employed as an executive officer of another company whose compensation committee (or similar body) during   that period of employment included an executive officer of the Corporation.
  
  
• Determination of the Governance Committee: Is determined by the Governance Committee not to be independent.
  
     

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.