Mandate of the Human Resources and Compensation Committee

The Human Resources and Compensation Committee (the "Committee") assists the Board in fulfilling its oversight responsibilities with respect to (i) developing and implementing principles and systems for the management of, and monitoring, reviewing and approving compensation and other human resources policies and practices of the Company;  (ii) identifying, hiring and compensating qualified employees; and (iii) assessing the performance of and compensating senior executive employees.

Membership

Each member of the Human Resources and Compensation 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).

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

Meetings

Unless otherwise determined by resolution of the Board,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;

  1. the quorum for meetings of the Committee shall be two-thirds of its members;
  2. minutes shall be kept of all meetings of the Committee; and
  3. 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.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

  1. Annually review the Company's overall compensation strategy and objectives to ensure that compensation decisions are highly correlated to long-term performance, enhance the alignment of interests between employees and shareholders, mitigate the risk of unintended outcomes and inappropriate incentives, and attract, motivate and retain qualified employees.
  2. Annually review and assess performance of the Chief Executive Officer (the "CEO") 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. Annually review performance objectives and assessments of at least the Company's four other most senior executive employees and, upon the advice of the CEO and in the Committee's discretion, recommend any changes to the Board for consideration.
  4. Review and recommend to the Board objectives for overall compensation policies and practices that are appropriate in light of the activities of the Company, are sufficiently competitive and attractive, properly reflect duties, responsibilities and performance objectives, and avoid the encouragement of inappropriate risks.
  5. Review senior executive appointments, employment agreements and terminations of employment as well as any appointments, agreements and terminations that are material to the Company.
  6. Review senior management succession plans and participate in the recruitment of executives, including ensuring appropriate succession plans for the CEO.
  7. Annually review and recommend to the Board the amount and form of directors' compensation.
  8. Review and approve in advance the disclosures describing executive compensation and development included in the annual Information Circular.
  9. Review and recommend to the Board regarding labour issues, pay equity, employment equity, work place discrimination, sexual harassment, employee benefit plans, the company's code of conduct and ethical policies, and other matters within the scope of the Committee's duties.
  10. Approve the retention of any independent compensation consultant or advisor to the Company at its discretion or at the request of management.
  11. Perform such other duties as may be assigned by the Board from time to time or required by applicable regulatory authorities.
  12. Review this mandate at least annually and recommend to the board of directors any necessary amendments.

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. 

Amended and adopted by the Board of Directors December 8, 2017.