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 accounting and financial controls;
- the professional qualifications and independence of the Company’s external auditor;
- the performance of the Company’s external and internal auditors;
- risk management processes;
- financing plans; and
- compliance by the Company with ethics policies and legal & regulatory requirements.
Corporate Governance Committee
Maureen Howe (Chair), Kevin Rodgers, Benita Warmbold, Xiaoping Yang.
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), Bob Kostelnik, Kevin Rodgers, Maggi Walker.
The Human Resources Committee is responsible for:
- recommending to the Board for approval CEO goals and objectives, performance evaluation and compensation
- approving non-CEO executive compensation
- reviewing the Company’s global compensation policies and practices from a risk management perspective and approving certain compensation parameters under such policies and practices
- recommending to the Board for approval long-term compensation plans and the grant of awards thereunder subject to any authority otherwise delegated by the Board with respect to such grants
- reviewing share ownership requirements for executive officers and compliance thereof
- reviewing the Company’s people practices, including the Company’s Diversity and Inclusion Strategy and succession planning progress
- oversight of pension plans
Responsible Care Committee
Bob Kostelnik (Chair), Paul Dobson, Leslie O’Donoghue, Maggi Walker, Xiaoping Yang.
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.