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, Janice Rennie
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;
- pension plans; and
- compliance by the Company with ethics policies and legal & regulatory requirements.
Ms. Warmbold is the "audit committee financial expert."
Corporate Governance Committee
Phil Cook (Chair), Maureen Howe, Leslie O’Donoghue, Kevin Rodgers, Benita Warmbold
The Corporate Governance Committee is responsible for:
- the composition, compensation and governance of the Board of Directors;
- recommending to the Board nominees for election or appointment as directors;
- assessing and enhancing the performance of the Board;
- maintaining an effective working relationship between the Board and management of the Company;
- taking a leadership role in shaping the corporate governance of the Company;
- developing and recommending to the Board corporate governance principles for the Company; and
- monitoring compliance by the Company with ethics policies and legal and regulatory requirements.
Human Resources Committee
Janice Rennie (Chair), Jim Bertram, 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;
- 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:
- 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; and
- reviewing 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®.