Governance & Nominating

GOVERNANCE & NOMINATING COMMITTEE CHARTER

Reviewed and Approved by the Board on April 23, 2019

Preamble

The Board of Directors (the “Board”) of West Fraser Timber Co. Ltd. (the “Company”) recognizes its stewardship role.  The Governance & Nominating Committee (the “Governance Committee”) is a key committee utilized by the Board in the fulfillment of this stewardship role.

Purpose

The Governance Committee will provide support for the stewardship and governance role of the Board in reviewing and making recommendations on the composition of the Board, periodically assessing the function of the Board and its committees, and making recommendations to the Board with respect to corporate governance matters and practices.

The Governance Committee will fulfill these responsibilities and duties primarily by carrying out the activities enumerated in this Charter and in the applicable policies adopted by securities regulatory authorities.  However, the enumerated activities should serve as a guide to the Governance Committee with the understanding that the Governance Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing legislative, business, regulatory and other conditions.  The Governance Committee will also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purpose of the Governance Committee.