Board and committee governance

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:

• audit committee provides oversight regarding financial reporting, compliance and controls,
• safety and sustainability committee provides oversight and guidance on matters related to safety, security, health and the environment,
• executive resources committee reviews senior management remuneration and the company's executive development system,
• nominations and corporate governance committee provides oversight and guidance on matters of corporate governance and recommends the nomination of directors, and
• finance committee provides oversight and guidance regarding the company’s capital structure/capital allocation, financial policies, practices and strategies.

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 February, 2023, the board of directors changed the name of the committee formally known as the public policy and corporate responsibility committee, to the safety and sustainability committee. In May 2023, the board of directors approved the elimination of the community collaboration and engagement committee and agreed that the safety and sustainability committee would assume the ongoing responsibilities of the former community collaboration and engagement committee and the board of directors approved the creation of a new finance committee.

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

Majority voting policy

In 2022, amendments to the Canada Business Corporations Act came into force implementing majority voting requirements for uncontested director elections. These amendments provide for the election of a director only if the number of “for” votes represents a majority of the votes cast both “for” and “against” the director.  Following the implementation of these amendments, the company’s existing majority voting policy was rendered redundant and was revoked by the board.