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:

• safety and sustainability 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 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.

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.