The responsibilities of the Board Chair include, among other things:

1. managing the affairs of the Board and monitoring its effectiveness;
2. managing meetings of the Board by ensuring that meaningful agendas are prepared and guiding the deliberations of the Board so that appropriate strategic and policy decisions are made;
3. setting the agenda for meetings of the Board and ensuring that all matters of strategic importance are being dealt with at the Board level during the course of the year; and
4. consulting with other members of the Board in the selection of candidates to be submitted to the Board for appointment as new directors.

If, and as long as, the Chairman of the Board of West Fraser is a member of management, the Board will appoint, from among its non‑management directors and on recommendation by those directors, a Lead Director.

The Lead Director must, at all times, be independent of management of the Company.  Independent of management means that the Lead Director is not a member of management and does not have a business or other relationship that could, or could reasonably be perceived to, materially interfere with the Lead Director’s ability to discharge the duties set out herein.

The Lead Director is responsible for:

1. chairing and, in consultation with the Chairman, prepare agendas for,  regular meetings of non-management members of the Board;
2. providing comments to the Chairman with respect to proposed agendas for Board meetings;
3. identifying and addressing any impediments to the Board functioning  independently from management of the Company;
4. identifying and addressing any activities that reflect a failure on the part of members of management to understand the independent role of the Board or the boundaries between the responsibilities of the Board and those of management;
5. to the extent not dealt with by the Governance & Nominating Committee, ensuring that there is a regular assessment of the effectiveness of the Board, and its individual members and committees, as well as the performance of the Chief Executive Officer of the Company and that succession planning for the Board and management is in place and is carried out;
6. acting as liaison between members of the Board or management when necessary or appropriate;
7. ensuring that the Board has resources necessary to effectively carry out its functions; and
8. resolving any conflicts with the Chief Executive Officer, or other directors, and co-ordinating feedback to the Chief Executive Officer on behalf of non-management directors regarding business issues and Board management.

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 ensures 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 fulfill 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.