The Governance Committee reviews the system of corporate governance including the mandates for the board, its chair and committees, the nominees for membership and chair of each of the board's committees, best practices for plan governance and the effectiveness of the board and its committees.
Authority
The Board is responsible for corporate governance at the Corporation.
The Governance Committee is a standing committee of the Board established to assist the Board in fulfilling its governance responsibilities.
In instances where a majority of the members of the Committee believe that in order to properly discharge their fiduciary obligations to the Corporation, it is necessary to obtain the advice of outside experts, the Committee shall engage the necessary experts.
Responsibilities
| 1. |
To review and report to the Board at a minimum every two years concerning the Board’s system of corporate governance including:
| a) |
The mandate of the Board; |
| b) |
The position description of the Chair of the Board; |
| c) |
The terms of reference of each of the Board’s standing committees; |
| d) |
Nominees for each of the standing committees of the Board and the chairs of each committee reflecting rotation of committee members and chairs where practical;
|
| e) |
The effectiveness of the Board as a whole and of each of its committees and the contributions of individual board members; |
| f) |
The disclosure of the system of corporate governance and the operation of the system to stakeholders; |
| g) |
Benchmarking and adapting best practices for governance; and |
| h) |
The Code of Business Conduct for the Board and committee members and the employees of the Corporation. |
|
| 2. |
To advise the Board and carry out such other tasks, consistent with the above matters, as directed by the Board. |
