2022 Sustainability Report Message

To all stakeholders

The people of Toromont are the first to acknowledge that we have a role to play in making our world, our customers and our business operations more sustainable. We perform that role in many ways.

Governance and ESG framework

Toromont’s Board of Directors built a strong governance framework that creates value for all stakeholders, enhances long-term corporate sustainability and enterprise value and reduces business risk.

Our Environmental, Social and Governance approach starts with our Board but accountability for sustainable business practices is shared company wide. The Board operates with three committees: Audit; Human Resources & Health and Safety; and, Environmental, Social and Governance (“ESG”). Each committee contributes to Toromont’s sustainability but responsibility for comprehensive ESG oversight rests with the ESG committee. For the purpose of this document, the framework below refers to the ESG committee.

Board of Directors

Oversees overall risk, strategy, corporate governance, succession planning and Board and Director effectiveness.

Environmental, Social and Governance Committee of the Board

Provides dedicated focus on ESG matters, oversees governance and sustainability frameworks, strategies and outcomes, manages Board and committee composition, recruits directors, monitors changes in regulations, and best practices, and is solely comprised of independent directors.

Executive Team

Establishes corporate strategy and objectives, and through its Sustainability Committee (comprised of executives with ESG domain knowledge as well as those with operational responsibilities), provides leadership to embed corporate values, preserve the business model and manage risk, foster relationships with stakeholders, and scrutinize results.

Business Unit Leadership

Sets objectives aligned to corporate strategic priorities, allocates resources to achieve performance objectives, delivers human capital strategies, environmental management, and community programs, grows customer, business partner and community relationships.

Operating within the foundation of our Values and Code of Conduct

2022 Board Governance Snapshot

Size of Board9
Separate Chair and CEO RolesYes
Percentage of Independent Directors89%
Code of Conduct for Directors, Officers, EmployeesYes
Director Stock Ownership GuidelinesYes
Policy on Share Trading and HedgingYes
Comprehensive Board Assessment ProcessYes
Average Age of Directors62 years
Average Board Tenure6.5 years
Board and Management Succession PlanYes
Director Education ProgramYes
Board Diversity & Leadership PolicyYes
Number of Women on the Board3
Say on Pay Advisory VoteYes
Majority Voting PolicyYes

Please see our annual Management Information Circular for complete details on the Board’s corporate governance practices and committees.