Currently the Board of Directors has four 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 (PDF 47 KB).

Audit, Finance and Risk Committee

Benita Warmbold (Chair), Jim Bertram, Paul Dobson, Maureen Howe, Leslie O'Donoghue

The Company's Audit, Finance and Risk Committee assists 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 and pension plans;
  • compliance by the Company with ethics policies and legal & regulatory requirements;
  • the internal audit process; and
  • cyber security and IT risk 

Corporate Governance Committee

Maureen Howe (Chair), Phil Cook, Kevin Rodgers, Benita Warmbold

The Corporate Governance Committee is responsible for:

  • establishing the appropriate composition and governance of the Board, including compensation of all non-management directors;
  • recommending to the Board nominees for election or appointment as directors;
  • assessing and enhancing the performance of the Board; Board Committees and Board members;
  • shaping the corporate governance of the Company and developing corporate governance principles for the Company;
  • monitoring compliance by the Company with ethics policies and legal and regulatory requirements;
  • providing oversight of the director education program; and 
  • monitoring the outside boards which directors serve on to determine if there are circumstances which would impact a directors judgement or commitment as a Board member

Human Resources Committee

Jim Bertram (Chair), Phil Cook, Bob Kostelnik, Kevin Rodgers, Maggi Walker

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 for approval the remuneration of the Company's senior executives;
  • approving the remuneration of all other employees on an aggregate basis;
  • reviewing the Company's compensation policies and practices from a risk perpective;
  • approving the executive compensation discussion and analysis as found in the Information Circular,
  • reporting to the Board on the Company's organizational structure, officer succession plans, total compensation practices, human resource policies and executive development programs; and
  • recommending grants and various administrative matters in connection with the long-term incentive plan

Responsible Care Committee

Bob Kostelnik (Chair), Paul Dobson, Leslie O’Donoghue, Maggi Walker

The Responsible Care Committee is responsible for:

  • overseeing the Company’s significant policies and management systems relating to the Responsible Care Ethics & Principles for Sustainability;
  • monitoring and reviewing matters relating to health, safety (personal and process), environment, physical security and product stewardship
  • reviewing the Company’s Corporate Crisis Management Plan
  • overseeing the Company’s social responsibility program and strategy; and
  • monitoring Responsible Care®. trends and legislative initiatives developing in the jurisdictions in which the Company has operations.