Corporate Governance & Nomination Committee Mandate

The Corporate Governance and Nomination Committee assists the Board in fulfilling its oversight responsibilities with respect  to: (i) developing and implementing principles and systems for the management of corporate governance; (ii) identifying qualified candidates and recommending nominees for Director and Board Committee appointments; and (iii) assessing the performance of the Board, its Committees and Chairs, and individual Directors.

Membership

The Corporate Governance & Nomination Committee (the "Committee") shall include at least three  Independent Directors within the meaning of applicable legal and regulatory standards, who will constitute the majority of members.

Committee members and the Committee Chair will be appointed and removed by the Board.

Meetings

Unless otherwise determined by Resolution of the Board,

  1. The Committee will meet at least once per year to perform its duties and responsibilities, at such times and places as determined by the Chair.
  2. The quorum for meetings of the Committee shall be two-thirds of its members.
  3. Minutes shall be kept of all meetings of the Committee.
  4. The Committee may engage the services of independent counsel or other advisors if deemed necessary, and have the authority to set the compensation for such advisors.

In addition, any two directors may call a meeting of the Committee and may attend at such meeting or inform the Committee of a specific matter of concern to such directors, and may participate in such meeting to the extent permitted by the Comm

Duties and Responsibilities

The Committee shall report to the Board at regularly scheduled meetings on matters coming before the Committee, which may include but are not limited to matters arising from the following duties and responsibilities of the Committee:

  1. Conduct a periodic review of the Company's corporate governance policies and annual disclosure of such, taking into account the current regulatory guidelines and rules and other information sources which the Committee deems appropriate;
  2. Oversee and recommend periodic revisions of written mandates and terms of reference for the Board and for each of the Committees of the Board, position descriptions of the Chair, CEO and Committee Chairs, and the Company's Code of Ethics;
  3. Review the composition and size of the Board and its Committee structure, and the independence of the directors, and make recommendations to the Board for changes;
  4. Identify qualified candidates, recommend and recruit new directors to the Board;
  1. Recommend to the Board all nominees for election, appointment or re-election to the Board;
  2. Oversee and recommend periodic revisions to the orientation and education program for new directors and to Directors' reference materials;
  3. Perform periodic reviews, in the manner and to the extent the Committee deems appropriate and taking into account the suggestions of the directors, on the effectiveness of the performance of the Board as a whole, the Committees of the Board, the Chair and the individual directors, identifying specific areas in which directors', Committees, and the Board's effectiveness may be enhanced;
  4. Recommend to the Board the engagement of any outside expert by any director at the expense of the Company when appropriate and necessary for the purpose of allowing the proper discharge of such director's duties and responsibilities;
  5. Request from each director and review on an annual basis the boards and committees of the boards of public companies on which the directors serve in rode to ensure that such service is consistent with the Company's conflict of interest standards;
  6. Review related-party transactions to ensure that the Company's interests are protected and that they are appropriately disclosed, where required;
  7. Establish guidelines for external corporate disclosures (other than those disclosures reviewed by the Audit Committee) in order to assess their accuracy, credibility and impact;
  8. Review compliance with the Company's policies and periodically review and recommend changes to the policies; and
  9. Undertake other assignments related to corporate governance that may be requested by the Board.

Responsibilities of the Committee Chair

The Committee Chair is responsible for the management and effective performance of the Committee and provides leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. The Committee Chair's responsibilities include:

  1. working with the CEO and the Corporate Secretary to establish the frequency of Committee meetings and the agendas for meetings;
  2. presiding over Committee meetings;
  3. facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints;
  4. reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee; and
  5. taking such other steps as are reasonably required to ensure that the Committee carries out its mandate. 

This Corporate Governance and Nomination Committee Mandate was amended and adopted by the Board on December 8, 2017.