Health, Safety & Environment Committee

HEALTH, SAFETY & ENVIRONMENT COMMITTEE CHARTER

Approved by the Board on September 6, 2018 and Revised April 23, 2019

A Committee of the directors to be known as the “Health, Safety & Environment Committee” (hereinafter referred to as the “Committee”) is hereby established.

(A) Structure

The Committee shall be comprised of a minimum of three directors.
The members of the Committee shall be appointed or reappointed by the Board of Directors (the “Board”) immediately following each Annual Meeting of the Shareholders of the Company. Each member of the Committee shall continue to be a member thereof until a member’s successor is appointed, unless a member shall resign or be removed by the Board or a member shall cease to be a director of the Company. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board and shall be filled by the Board if the membership of the Committee is less than three directors because of the vacancy.
The Board or, in the event of its failure to do so, the members of the Committee, shall appoint a Chair from amongst their number. If the Chair of the Committee is not present at any meeting of the Committee, the Chair of the meeting shall be chosen by the Committee from among the members present. The Committee shall also appoint a Secretary who need not be a director.
The Committee may invite such officers, directors and employees of the Company as it may see fit from time to time to attend meetings of the Committee and assist in the discussion and consideration of the duties of the Committee. There is standing invitation for the CEO and COO.

(B) Meetings

The time and place of meetings of the Committee and the procedure at such meetings shall be determined from time to time by the members thereof provided that:
1. a quorum for meetings shall be two members, present in person or by telephone or other telecommunication device that permit all persons participating in the meeting to speak and hear each other;
2. the Committee shall meet at least semi‑annually;
3. notice of the time and place of every meeting shall be given in writing or electronic communication to each member of the Committee at least 24 hours prior to the time fixed for such meeting provided, however, that a member may in any manner waive a notice of a meeting; and attendance of a member at a meeting is a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called; and
4. location of meetings to be determined by the Committee.

The Committee shall, with respect to:

Environment

review and report to the Board, at least annually, on the appropriateness of the policies, procedures and practices in place to administer the Company’s environmental programs and to identify and manage environmental risks (including water, waste, biodiversity, species at risk, emissions and climate change)in the context of legal, competitive and operational considerations;
receive periodically, reports on the nature and extent of the Company’s compliance with applicable environmental policies and legislation, the nature and extent of non‑compliance together with the reasons therefore, the Company’s plan and timetable to correct deficiencies and report to the Board on the status of such matters;
receive, periodically, reports on proposed environmental legislation or regulations and on emerging physical and market-related environmental risks (including those associated with climate change, biodiversity and species at risk) which may have an impact on the Company’s business and activities;
review periodically with management and legal counsel any civil or criminal environmental proceeding, claim or other contingency that could have a material effect on the Company; and
review such other environmental matters as from time to time the Committee may consider suitable or the Board may specifically direct.

Health and Safety (includes Occupational Health and Industrial Hygiene)

review and report to the Board, at least annually, on the appropriateness of the policies in place to administer the Company’s occupational health and safety programs in the context of legal, competitive and operational considerations;
receive periodically, reports on the nature and extent of compliance with occupational health and safety policies and applicable legislation as well as the nature and extent of non‑compliance together with the reasons therefore, and report to the Board on the status of such matters;
review and report to the Board, annually, on the Company’s state of readiness to respond at an operational level, to crisis situations;
review such other occupational health and safety or crisis management matters as time to time the Committee may consider suitable or the Board may specifically direct; and
receive periodically, reports on proposed health and safety legislation or regulations which may have an impact on the Company’s activities.

Process Safety

review and report to the Board, at least annually, on the appropriateness of the policies in place to administer the Company’s process safety programs in the context of legal, competitive and operational considerations; and
receive periodically, reports on the nature and extent of compliance with process safety policies and applicable legislation as well as the nature and extent of non‑compliance together with the reasons therefore, and report to the Board on the status of such matters.

Committee Good Governance

report to the Board after each Committee meeting with respect to its activities with such recommendations as are deemed desirable under the circumstances;
review significant legislative initiatives impacting the Company in each of the jurisdictions in which the Company has operations and assess the legal consequences thereof for directors and officers;
review its mandate annually, conduct a self‑assessment as to the performance of its mandate and report to the Board with such recommendations as are deemed desirable under the circumstances; and
in monitoring the performance of the Company, the Committee will have regard to the consequences of decisions and actions, including impacts on employees, third parties, communities and the Company’s reputation.

Following each Committee meeting, the Committee will meet in‑camera if the Chair considers such a session to be appropriate.

(D) Committee Support

The President and CEO will utilize the Leadership Team to provide support to the Committee. The Leadership Team will:
1. establish and administer an environmental compliance program and occupational health and safety policies;
2. report to the Committee on the nature and extent of the Company’s compliance with applicable environmental policies, standards and legislation, the nature and extent of non‑compliance, together with the reasons therefore, and the plan and timetable to correct deficiencies;
3. report to the Committee on the nature and extent of compliance with occupational, health and safety policies, standards and applicable legislation, as well as the nature and extent of non‑compliance, together with the reasons therefore; and
4. ensure that programs are in place to monitor performance, audit current practice, train employees, share experience and best practices with respect to safeguarding the environment and occupational health and safety policies and standards.

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Health, Safety & Environment Committee

HEALTH, SAFETY & ENVIRONMENT COMMITTEE CHARTER