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Board and committee governance

Our board and its various committees provide oversight of different issues. For more information on the position description for the chairman, the board mandate, committee charters and majority voting policy, view the applicable links.

Additional information on the company’s board structure is available in the Board and committee structure section of the company’s most recent Management Proxy Circular.

Position description of the chairman

The full position description for the chairman of the board can be found in the board of directors charter, available in Appendix A – Board of director and committee charters of the company’s most recent Management Proxy Circular.

The company does not have a lead director.

Board mandate

The mandate of the board of directors can be found in the board of directors charter, available in Appendix A – Board of director and committee charters of the company’s most recent Management Proxy Circular.

Board committee charters

The various committees of the board routinely oversee and review business and corporate citizenship issues:

  • environment, health and safety committee reviews overall environment, health and safety performance and monitors compliance with regulatory and company standards
  • audit committee oversees the work of internal and external auditors and reviews adequacy of internal controls and financial statements
  • executive resources committee reviews senior management remuneration and the company's executive development system
  • nominations and corporate governance committee considers the nomination of directors and oversees issues of corporate governance
  • contributions committee oversees all of the company’s community investment activities

The board appoints board members to each committee, including the committee chair. Members are selected for a specific committee based on their expertise and experience.

The charter for each committee is available in Appendix A – Board of director and committee charters of the company’s most recent Management Proxy Circular.

Majority voting policy

The company has adopted a majority voting policy, which is described in the Majority voting policy section of the company’s most recent Management Proxy Circular and is available at the following link:

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