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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 at the following link: Board and committee charters.

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 at the following link: Board and committee charters.

Board committee charters

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

  • public policy and corporate responsibility committee reviews policies, programs and practices on public issues of significance including their effects on safety, health and the environment
  • 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
  • community collaboration and engagement committee oversees guidelines, procedures and performance supporting public awareness and consultation efforts, government, community and Indigenous relations, and community partnership and investment programs

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.

In November 2018, the board of directors approved changes to two committees of the board. The name of the committee formally known as the environment, health and safety committee was changed to be the public policy and corporate responsibility committee, and a new charter was adopted for this committee. J.M. Mintz is the chair of the public policy and corporate responsibility committee. The name of the committee formally known as the contributions committee was changed to be community collaboration and engagement committee, and a new charter was adopted for this committee. D.W. Cornhill is the chair of the community collaboration and engagement committee.

The charter for each committee is available at the following link: Board and committee charters.

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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