Governance

Board Committees

The Board of the Corporation has two committees: the Audit & Risk Committee and the Corporate Governance - Nomination, Compensation and Succession Committee ("GOCOM"). The Board annually appoints committee members and reviews and approves the committee mandates. In addition, from time to time, ad hoc committees of the Board are appointed to consider matters such as related party transactions and other issues of importance to the Board and the Corporation.

Director Audit & Risk GOCOM

R.J. Routs

X

Chair

N.M. Steinberg

Chair

X

R.J. Urwin

X

S.R. Werth

X

X

Audit & Risk Committee

This committee is responsible for the oversight of the quality and integrity of the accounting, auditing, internal audit function and controls, management information systems, reporting practices of the Corporation, risk management process and significant risks to the Corporation. The Audit & Risk Committee also oversees the performance and compensation of the external auditor. The information about the Audit & Risk Committee required by National Instrument 52-110 Audit Committees, including the Audit Committee mandate, is disclosed in the Corporation's annual information form ("AIF").

Corporate Governance: Nomination, Compensation and Succession Committee ("GOCOM")

This committee is responsible for succession planning and, in conjunction with the President & Chief Executive Officer, assessing the performance of officers and determining executive compensation. This committee reviews committee mandates prior to their submission to the Board and is responsible for identifying and recommending potential candidates for the Board.