| Currently the
Board of Directors has five standing committees, each having
a formal mandate with delegated responsibilities and instructions
to perform advisory functions and make reports and recommendations
to the Board. The role and responsibility of the Chair of
each committee is set out in the Terms
of Reference for Committee Chairs.
Audit, Finance and Risk Committee
The
Company's Audit, Finance and Risk Committee is appointed by
the Board to assist the Board in fulfilling its oversight
responsibility relating to: the integrity of the Company's
financial statements; the financial reporting process; the
systems of internal accounting and financial controls; the
professional qualifications and independence of the external
auditors; the performance of the external auditors; risk management
processes; financing plans; pension plans; and compliance
by the Company with ethics policies and legal & regulatory
requirements. Mr. Poole is the "audit committee financial
expert."
Terry Poole - Chair
Phillip Cook
John Reid
Janice Rennie
Graham Sweeney
Corporate
Governance Committee
The Corporate Governance Committee is responsible for the
composition, compensation and governance of the Board of Directors
and recommends to the Board nominees for election or appointment
as directors. The functions of this Committee also include
assessing and enhancing the performance of the Board and maintaining
an effective working relationship between the Board and management
of the Company. It is also responsible for taking a leadership
role in shaping the corporate governance of the Company and
developing and recommending to the Board corporate governance
principles for the Company.
Douglas Mahaffy- Chair
Howard Balloch
Tom Hamilton
Terry Poole
Monica Sloan
Human Resources
Committee
The
Human Resources Committee is responsible for approving the
goals and objectives of the CEO and evaluating the CEO's performance;
reviewing and recommending to the Board the remuneration of
the Company's senior executives and approving the remuneration
of all other employees on an aggregate basis; reporting to
the Board on the Company's organizational structure, officer
succession plans, total compensation practices, human resource
policies and executive development programs; approving the
report on executive compensation; recommending grants and
various administrative matters in connection with the long-term
incentive plan; and reviewing the operations and administration
of the Company's retirement plans.
John Reid - Chair
Howard Balloch
Douglas Mahaffy
Janice Rennie
Monica Sloan
Public Policy
Committee
The Public Policy Committee is responsible for reviewing and
making recommendations to the Board of Directors regarding
public policy matters that have a significant impact on the
Company including those relating to political contributions,
social investment policies, government relations and public
affairs.
Howard Balloch - Chair
Phillip Cook
Tom Hamilton
Terry Poole
Graham Sweeney
Responsible
Care Committee
The Responsible Care Committee is responsible for reviewing
and making recommendations to the Board of Directors regarding
matters relating to the environment and occupational health
and safety issues that impact significantly on the Company.
The Committee also oversees the Company's Corporate Social
Responsibility Policy and reviews the policies and standards
that are in place to ensure that the Company is carrying out
all of its operations in accordance with the principles of
Responsible Care®.
Graham Sweeney - Chair
Phillip Cook
Tom Hamilton
John Reid
Monica Sloan
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