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WEST FRASER TIMBER CO. LTD. CORPORATE GOVERNANCE POLICY

Table of Contents:
CORPORATE GOVERNANCE POLICY
CORPORATE DISCLOSURE POLICY (APPENDIX A)
SECURITIES TRADING POLICY (APPENDIX B)
CODE OF CONDUCT
CHARTERS OF BOARD COMMITTEES:
   · AUDIT
   · GOVERNANCE & NOMINATING
   · SAFETY & ENVIRONMENT
POSITION DESCRIPTIONS:
   · BOARD CHAIR
   · LEAD DIRECTOR
   · CHIEF EXECUTIVE OFFICER



JOB DESCRIPTION - CHIEF EXECUTIVE OFFICER

1. Culture
The CEO must understand, reflect and foster the culture and goals of West Fraser. West Fraser's culture and goals, although continuously evolving, include the following:

  1. to provide a work environment for West Fraser's employees that is safe and free of discrimination or harassment;
  2. to be a respected and leading employer, customer, supplier and investment;
  3. to practice the highest standards of integrity
  4. to achieve superior financial returns; and
  5. pursue growth opportunities in the context of stability and a long?term perspective.
2. Leadership
The CEO is responsible for executive leadership and overall day?to?day management of the Company. The CEO is responsible for the implementation of policies, directives and resolutions adopted by the Board of Directors from time to time. The CEO must be able to communicate effectively with managers and promote a sense of participation in, and commitment to, the organization. The CEO is expected to be "hands on", accessible, collaborative and resourceful.

The CEO sets goals for the various members of the management team and ensure accountability.

3. Specific Responsibilities
The responsibilities of the CEO include,

  1. in collaboration with the Board, developing and monitoring West Fraser's strategic direction;
  2. directing the overall business operations of West Fraser;
  3. ensuring that the Board is kept appropriately informed of the overall business operations of West Fraser and major issues facing West Fraser;
  4. having ultimate accountability for the development (with the Board) and execution of the strategy and policies of West Fraser and their communication to the Company's key internal and external stakeholders;
  5. identifying and assessing key business risks and implementing strategies to mitigate those risks;
  6. having responsibility for the day?to?day operations of West Fraser, including the annual planning process, capital and financial management, acquisitions, divestitures, etc., all of which must be accomplished within the strategic framework of the Company approved by the Board;
  7. having responsibility for ensuring the proper discharge of management's duties in relation to financial reporting and disclosure;
  8. having the responsibility for the employment, compensation, job descriptions, performance assessment, leadership development and succession planning of senior management personnel in order to ensure adequate resources and expertise are available to fulfil the Company's goals; and
  9. representing West Fraser to its major stakeholders, including investment and financial communities, governments, customers and the public.
4. Priorities
A key responsibility of the CEO is to identify, assess and determine priorities for the Company, its management and employees. These include priorities for improvement of existing operations, growth opportunities and general allocation of financial, management and other resources. In establishing priorities the CEO is guided by determinations of the Board. The CEO is responsible for ensuring buy?in by management of priorities that are established. This will require effective communications skills as well as decisiveness and consistency.

5. Scope of Involvement
The CEO of West Fraser must deal with a broad spectrum of matters including international trade, national, regional and local politics, challenges relating to the impact of industry on the environment, First Nations claims as well as employee, investor and customer relations. As a result, the CEO must have a high energy level combined with a total commitment to the Company's interests. The breadth of the CEO's involvement also emphasizes the importance of prioritizing. The CEO is management's representative on the Board and must be able to effectively articulate management's vision to the Board. Conversely, the CEO is responsible to effectively articulate to management and implement determinations made by the Board.

 

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