Each member of the Human Resources
Committee shall be “independent” of the Company within the meaning
of all applicable legal and regulatory requirements (except in the
circumstances, and only to the extent, permitted by all applicable
legal and regulatory requirements).
The Human Resources Committee shall have the following duties and
responsibilities:
1.
Review the Company’s overall compensation strategy
and objectives;
2. Review and assess the Chief Executive Officer's
performance against pre-agreed objectives and recommend to the
Board the compensation of the CEO (in each case, without the CEO
being present during the deliberations and vote);
3. Review performance assessments of the Company’s other
officers and, upon the advice of the CEO, recommend to the Board
the compensation of the officers;
4. Review and recommend to the Board policies related to
providing Company stock to executives and employees (e.g., stock
option plan, share purchase plan);
5. Review executive appointments, employment agreements and
terminations;
6. Review senior management succession plans and participate
in the recruitment of executives, especially succession to the
CEO ;
7. Review and recommend to the Board the amount and form of
directors' compensation;
8. Review and recommend the disclosures describing executive
compensation and development included in the Annual Information
Circular; and
9. Provide input regarding labour issues, pay equity,
employment equity, work place discrimination, sexual harassment,
and employee benefit plans.
