Governance & ESG Framework

Governance & ESG Framework

Toromont’s Board of Directors built a strong governance framework that creates value for 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 our Sustainability Report, the framework below refers to the ESG committee.

Operating within the foundation of our Values and Code of Conduct

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

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

Establishes corporate strategy and objectives, provides leadership to embed corporate Values, preserve the business model and manage risk, fosters relationships with stakeholders, and scrutinizes results.

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.

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

2021 Board Governance Snapshot

Size of Board

Separate Chair and CEO Roles

Yes

Percentage of Independent Directors

90%

Code of Conduct for Directors, Officers, Employees

Yes

Director Stock Ownership Guidelines

Yes

Policy on Share Trading and Hedging

Yes

Comprehensive Board Assessment Process

Yes

Average Age of Directors

61 Years

Average Board Tenure

4 Years

Board and Management Succession Plan

Yes

Director Education Program

Yes

Board Diversity & Leadership Policy

Yes

Number of Women on the Board

Say on Pay Advisory Vote

Yes

Majority Voting Policy

Yes

Toromont (TSX:TIH) creates value by serving the specialized equipment and lifetime product support needs of thousands of customers in essential industries. We are differentiated by our skilled workforce, market-leading equipment brands, extensive parts, service, technology and remanufacturing capabilities, disciplined adherence to our corporate values and the empowerment created by our decentralized business approach. By maintaining strength in our operations and adhering to our business purpose in a principled manner, we equip ourselves for sustainable actions today and tomorrow.

Toromont is one of the largest Caterpillar dealers in the world with 46 branches across seven provinces and one territory. Through Toromont Cat, we serve the specialized heavy equipment, power generation, heavy rent, used equipment and product support needs of thousands of public infrastructure, construction, demolition, paving, mining, aggregate, waste management, agriculture, forestry, trucking, shipping, transit and data centre customers.

From 70 stores in our Cat dealer territories, supported by a rapid equipment delivery-to-site system, Battlefield Equipment Rentals addresses the full rental service, purchase and product support needs of contractors, specialty trades and do-it-yourself customers with brand-name machines, tools and supplies.

CIMCO serves the North American food, dairy, cold storage, beverage, pharmaceutical, automotive, chemical, petrochemical, mining and recreational ice rink markets as a leading supplier of refrigeration equipment and product support services.

From 15 locations across eastern Canada, Toromont Material Handling serves ports and terminals, paper producers, automotive parts manufacturers, beverage companies, hardware retailers and government agencies by selling, renting and supporting brand name lift trucks, container handlers, industrial batteries, chargers and racking systems.

From six facilities, AgWest serves the year-round equipment and product support needs of Manitoba’s agriculture industry as an official dealer of AGCO and CLAAS, two trusted brands for crop and livestock applications.

We specialize in providing machine control, site positioning and asset management technologies as well as professional support services as a Trimble and Cat AccuGrade® dealer across eastern Canada.

Across eight locations, Jobsite Industrial Rental Services meets the specialized tool crib rental equipment needs of contractors working in refinery industries, healthcare, automotive, steel and pulp and paper.