BOARD dIVERSITY POLICY
Appendix E, Last updated February 14, 2019
West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) recognizes the benefits of inclusion and diversity in its broadest sense and considers inclusion and diversity at the board of directors (the “Board”) level to be an essential element of Board effectiveness. A diverse Board is one that possesses a balance of skills, experience, expertise and a diversity of perspectives that are relevant to the Company’s business and its strategic objectives.
The Board Diversity Policy (the “Policy”) sets forth the approach to diversity on the Board of West Fraser.
West Fraser is committed to building and sustaining an inclusive and diverse workforce with a clear accountability framework that is inclusive of individuals regardless of gender, race, national and ethnic origin, colour, religion, age, sexual orientation, marital and family status and physical or mental disabilities.
West Fraser views inclusion and diversity on the Board as leading to a better understanding of opportunities, issues and risks; enabling stronger decision-making; and ultimately improving our performance and ability to provide strategic oversight and maximize shareholder value.
Oversight and Review
The Governance & Nominating Committee of the Board (the “Committee”) will review and monitor the implementation of this Policy on an annual basis to ensure its effectiveness and will report the results of its review to the Board. As part of its review, the Committee may recommend revisions to the Policy to the Board for its approval.
While all director appointments are based on merit to complement and expand on the skills, experience and expertise of the Board as a whole, the Board also seeks to achieve a mix of members who represent a broad diversity of backgrounds and perspectives.
When selecting and presenting candidates to the Board for appointment, the Board expects the Committee to consider not only the skills, experience and expertise of a candidate, but also other factors, including gender, race, ethnicity, age and geography to ensure that the Board is comprised of a diverse membership.
As part of the annual performance evaluation of the effectiveness of the Board, Board committees and individual directors, the Committee will consider the balance of skills, expertise, industry experience and independence and the diversity representation of the Board, how the Board works together as a whole, and other factors relevant to its effectiveness.
While the Board does not support fixed percentages or quotas for achieving diversity, in recruiting candidates for nomination, the Board and the Committee considers a variety of factors including decision-making ability, skill, geography, experience with businesses of a comparable size, diversity of backgrounds and perspectives, gender, race, ethnicity, age, the interplay of a candidate’s skills and experience with the skills and experience of other Board members, and the extent to which a candidate would be a desirable addition to the Board.
The Committee may from time to time consider adopting measurable objectives for achieving diversity on the Board, including gender and minority diversity, and recommend such objectives to the Board for adoption. At any given time the Board may seek to improve one or more aspects of its diversity and measure progress accordingly.
This Policy will be published on the Company’s website. A summary of this Policy, together with any measurable objectives adopted by the Board and the progress made towards achieving those objectives, will be disclosed in the Company’s management proxy circular.
Date of Adoption
The Policy was adopted by the Board of Directors on February 12, 2019.