The committees facilitate Board decision-making by providing recommendations to the Board on matters within their respective responsibilities.
All committees are comprised solely of directors who are independent of management. A summary of the responsibilities and the membership of the committees follow. Click here to view Board Mandate.
The Nominating & Corporate Governance Committee >
Principal responsibilities are reviewing and making recommendations as to all matters relating to effective corporate governance. The committee is responsible for assessing effectiveness of the Board, its size and composition, its committees, director compensation, the Board's relationship to management and individual performance and contribution of its directors. The committee is responsible for identification and recruitment of new directors and new director orientation. Click here to view the Nominating & Corporate Governance Committee Terms of Reference.
The Audit Committee >
Principal duties include oversight responsibility for financial statements and related disclosures, reports to shareholders and other related communications, establishment of appropriate financial policies, the integrity of accounting systems and internal controls, legal compliance on ethics programs established by management, the approval of all audit and non-audit services provided by the independent auditors and consultation with the auditors independent of management and overseeing the work of the auditors and the Internal Audit department. Click here to view the Audit Committee Terms of Reference.
The Human Resources and Compensation Committee >
Principal responsibilities are compensation of executive officers and other senior management, short- and long-term incentive programs, pension and other benefit plans, executive officer appointments, evaluation of performance of the Chief Executive Officer, succession planning and executive development. The committee also oversees compliance with the Company's Code of Business Conduct and the health, safety and environment program. Click here to view the Human Resources and Compensation Committee Terms of Reference. (pdf)