Chairman's Committee

Chaired by the Chairman of the Board and consisting entirely of nonexecutive directors, the Chairman’s Committee assists the Board in fulfilling its responsibilities relating to:

1. remuneration and human resources policies and practices generally;
2. remuneration and other terms of employment for executive directors specifically;
3. executive management succession; and
4. Board effectiveness and composition.

The Committee thus assures the Board of the effectiveness, integrity and compliance of the Company’s remuneration policies and practices, ensures that the overall remuneration policy and approach fits the strategic goals of the Company, and assists the Board in appropriate executive management and Board succession planning. Specifically, the Committee must consist of at least three non-executive directors confirmed annually by the Board, is chaired by the Chairman of the Board, has the power to appoint a secretary, and has the following duties and responsibilities:

1. to make recommendations to the Board on the remuneration to be paid to the Managing Director, including any offers of equity;
2. to make recommendations to the Board on the remuneration to be paid to the non-executive directors, including any retirement schemes;
3. to review and approve the total annual remuneration paid to employees of the Company, including any equity offers;
4. to review and monitor remuneration paid to direct reports to the Managing Director;
5. to exercise all of the powers and discretion of the Board in relation to equity plans for directors, executives and other officers and employees;
6. to review Board composition and nominations and make recommendations to the Board on candidates for appointment as directors;
7. to review and make recommendations to the Board on the operation of the Board, including reviewing the performance of the current directors;
8. to review reports on management succession planning for executive positions;
9. to review human resource policies and practices for the Company; and
10. each year, to review these terms of reference.

The Chairman’s Committee has in place processes to review and evaluate the performance of the Board, its Committees, individual directors and the Company’s senior executives. The process for conducting the Board’s performance review consists of the Chairman conducting individual interviews with each of the directors.

In conjunction with those interviews, the directors complete a questionnaire and are able to make other comments or raise any issue that they have relating to the Board’s or a Board Committee’s operation. Where appropriate, feedback from senior executives may also be sought as part of the review process. Additionally, the Board, through the Chairman’s Committee, annually reviews the performance of the Managing Director.

In relation to the Company’s senior executives, the Managing Director will evaluate, at least annually, the performance of those executives. The Managing Director reports to the Chairman’s Committee on the performance of senior executives in conjunction with the remuneration review process. The Committee must meet as often as the Chairman decides is needed to fulfil its duties. As well, the Chairman must call a meeting if asked to do so by the Board, by the Managing Director, or by any of the Committee’s members. A majority of members constitutes a quorum.