WEST FRASER TIMBER CO. LTD.
CORPORATE GOVERNANCE POLICY
Table of Contents:
CORPORATE GOVERNANCE POLICY:
· OBJECTIVE AND SCOPE
· MANDATE OF THE BOARD OF DIRECTORS
· COMPOSITION AND SIZE OF THE BOARD OF DIRECTORS
· COMMITTEES OF THE BOARD OF DIRECTORS
· DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD OF DIRECTORS
· NEW DIRECTORS
· SHAREHOLDER FEEDBACK AND CONCERNS
· EXPECTATIONS OF MANAGEMENT
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
COMPOSITION AND SIZE OF THE BOARD OF DIRECTORS
The board of directors of the Company must
- examine the size of the board with a view to determining the impact of the number of directors upon the effectiveness of the board,
- determine the status of each director as a related or unrelated director, based on each director’s relationship with the Company, and
- to the extent practicable, take steps to ensure that a majority of the directors qualify as unrelated directors and that a number of directors are appointed who do not have interests in or relationships with either the Company or a significant shareholder and which fairly reflects the investment in the Company by shareholders other than a significant shareholder.
The board must disclose annually whether or not the board has a majority of unrelated directors or whether the board is constituted with the appropriate number of directors who are not related to the Company or a significant shareholder. It must also disclose annually the analysis of the application of the principles it used in supporting its conclusion.
The board is also responsible for annually assessing its own effectiveness and that of its committees.
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