Committees of the Board of Directors

The board of directors of the Company appoints the four committees of the board described below, and it may appoint other committees as needed.

Audit Committee

The Audit Committee must be comprised of a majority of independent 3  directors who are financially literate4

The Audit Committee is responsible for

  1. reviewing the Company’s annual financial statements and making recommendations as to approval of such statements by the board of directors,
  2. approving the quarterly financial statements of the Company before publication,
  3. establishing the independence of the external auditor,
  4. overseeing management reporting on internal control (while it is management’s responsibility to design and implement an effective system of internal control, it is the responsibility of the Audit Committee to ensure that management has done so); and
  5. approval of auditor-nominee for presentation at the Company’s annual meeting for shareholder approval.

The Audit Committee may also establish non audit activities that the Company’s auditors are prohibited from providing and those which require prior approval of the Audit Committee.  The Audit Committee may also make recommendations to the full board concerning public disclosure of audit and non audit fees.

The board of the directors is responsible for evaluating the adequacy of the charter of the Audit Committee on an annual basis.

The Audit Committee has direct and unrestricted access to the Company’s external auditor and must meet at least twice annually with the external auditor in the absence of senior management to discuss the annual audit and the quality of the Company’s accounting principles.  The adequacy and effectiveness of the Company’s internal control and management information systems are to be discussed at these meetings.  Material issues related to the audit of the Company’s internal control and management information systems should be discussed by the Audit Committee with management as they arise.

Safety & Environment Committee

The Safety & Environment Committee is responsible for monitoring the Company’s employee and contractor safety policies and performance and the Company’s environmental performance and environmental systems.  The Safety & Environment Committee reviews the results of all internal and external environmental audits of the Company’s operations to ensure compliance with environmental laws and standards.

Compensation Committee

The Compensation Committee reviews matters relating to the compensation of the Company’s directors and executive officers and makes recommendations to the full board.  The Compensation Committee may grant share purchase options to officers and employees of the Company under the Company’s existing plan.  The adequacy and form of remuneration of the directors is reviewed annually by the Compensation Committee to ensure that it reflects the responsibilities and risks involved in being a director, including service as a Committee member.  Compensation of directors may take the form of cash, Common shares or Deferred Share Units under plans that have been approved by the board.

Governance & Nominating Committee

The Governance & Nominating Committee is responsible for the recruitment and evaluation of nominees to the board of directors, including management nominees.  The Committee must determine, in light of the opportunities and risks facing the Company, what competencies, skills and personal qualities should be sought in new board members in order to add value to the Company.  The results of such a discussion will provide a framework for identifying and proposing new nominees.

The Committee is also responsible for ensuring that the prospective candidates for new directors understand the role of the board, the role of the committees of the board and the contribution individual directors are expected to make including, in particular, the commitment of time and energy that the Company expects of its directors.

The Committee is also responsible for the development and supervision of the Company’s approach to corporate governance issues.

3  An independent director is a director who is not affiliated with management or the Company in terms of family, commercial or principal shareholder relationships.

4  Financial literacy means the ability to read and understand a balance sheet, an income statement and a cash flow statement.