SAFETY & ENVIRONMENT COMMITTEE CHARTER
Approved by the Board on December 8, 2010
To assist the Board in fulfilling its oversight responsibilities by assessing the effectiveness of safety and environment-related programs, management systems, initiatives and policies of the Company.
The Committee will consist of at least three members, comprised of a majority of independent directors. The Board will recommend nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members will be appointed by the Board and may be removed by the Board at any time.
- Ongoing review of the Company's safety and environment-related policies and performance, including processes to ensure compliance with applicable laws and regulations and the need to protect the environment and health and safety of employees, and provide oversight of compliance by the Company;
- Obtaining and reviewing reports from management on current and emerging safety and environment-related issues and significant safety and environment-related laws and regulations affecting, or that may affect, the Company and elicit recommendations from management to address such issues, laws and regulations;
- Reviewing the suitability and effectiveness of safety and environment management systems and environment sustainability certification programs to which the Company or any of its subsidiaries subscribes; and
- Reporting regularly and making recommendations to the Board on safety and environment-related matters affecting the Company.
Access to Outside Advisors
The Committee may retain any outside advisor at the expense of the Company, without the Board's approval, at any time and has the authority to determine any such advisor's fees and other retention terms.
Meetings of the Committee may be called by any of its members or by the Board. The Committee will appoint a secretary to be the secretary of each meeting of the Committee and to maintain minutes of the meeting and deliberations of the Committee.
The powers of the Committee will be exercisable at a meeting at which a quorum is present. A quorum will be not less than a majority of the members from time to time. Matters decided by the Committee will be decided by majority vote. Subject to the foregoing, the Business Corporations Act (B.C.) and the Articles of the Company, and unless otherwise determined by the Board, the Committee will have the power to regulate its procedure. Notice of each meeting will be given to each member, and to the Chairman of the Board and the President and Chief Executive Officer of the Company. Notice of meeting may be given verbally or by letter, facsimile or telephone not less than 24 hours before the time fixed for the meeting. Members may waive notice of any meeting and attendance at a meeting is deemed waiver of notice. The notice need not state the purpose or purposes for which the meeting is being held.
The Committee may invite, from time to time, such persons as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Committee.