2004 Committee Charter : AL

I. Statement of Policy:
The Corporate Governance Committee of the Board of Directors of Alcan Inc. (the
"Committee") shall have the broad responsibility for reviewing corporate governance
practices observed within the Company (including Board practices and performance)
and for making recommendation with respect to such matters to the Board.
II. Composition and organization of the Corporate Governance Committee:
The Committee shall consist of at least five Directors, none of whom shall be an
employee of the Company or its subsidiaries or related Companies. A majority of
Members of the Committee must be determined by the Board of Directors to be
unrelated or independent in respect of the Company as contemplated by the laws,
regulations and listing requirements to which the Company is subject and in accordance
with the Guidelines on the Independence of the Directors of Alcan.
Members shall be appointed by the Board, and shall serve for such term as the Board
may determine.
The Chairman of the Board shall be the Chairman of the Corporate Governance
Committee. The Secretary or an Assistant Secretary of the Company shall act as
secretary to the Committee.
III. Meetings of the Corporate Governance Committee:
The Committee shall meet as required.
The Committee may invite such members of Management to its meetings as it may
deem desirable or appropriate, subject to the maintenance of confidentiality where
The Committee shall meet in camera, as necessary.
IV. Duties and Responsibilities of the Corporate Governance Committee:
The following are the duties and responsibilities of the Committee:
1. to make recommendations to the Board from time to time as to changes that the
Committee believes to be desirable to the size of the Board or any committee
2. to recommend nominees for election as Directors of the Company, taking into
account the competencies, skills and personal qualities required to add value to
the Company and to the functioning of the Board and its Committees;
3. to develop and to recommend to the Board standards to be applied in making
determinations as to the presence or absence of material relationships between
the Company and a Director;
4. to identify Board Members qualified to become Members of any committee of the
Board and to recommend that the Board appoint the identified Member or
Members to the respective committee. In nominating a candidate for committee
membership, the Corporate Governance Committee shall take into consideration
the factors set out in the charter of the particular committee, as well as any other
factors it deems appropriate;
5. to establish procedures for the Committee to exercise oversight of the evaluation
of the Board, its Committees and the contribution of individual Directors;
6. to develop and to recommend to the Board a set of corporate governance
principles applicable to the Company, to review those principles at least once a
year and to monitor disclosure of such principles;
7. to assess the Board's relationship with Management and to recommend, where
necessary, limits on Management's authority to act without explicit Board
8. to consider recommendations regarding the appointment of the Chief Executive
Officer of the Company;
9. to review the Board agenda, to recommend topics of interest or importance for
discussions and/or action by the Board and to address information requirements
of the Directors;
10. to review Board and Chairman effectiveness including time commitments,
conflicts of interest and continuing qualifications of Board Members;
11. to report to the Board of Directors after each of its meetings;
12. to prepare and to review with the Board an annual performance evaluation of the
Committee and its Members, which evaluation must compare the performance of
the Committee with requirements of this charter. The performance evaluation by
the Committee shall be conducted in such manner as the Committee deems
13. to review this charter at least annually and to recommend any changes to the full
Board of Directors; and
14. to carry out any other duties or responsibilities expressly delegated to the
Corporate Governance Committee by the Board.
V. Delegation to Sub-committee:
The Committee may, in its discretion and as appropriate, delegate duties and
responsibilities to a Member or to a subcommittee of the Committee.
In particular, the Committee may, by resolution, delegate a portion of its duties and
responsibilities to the Nominating Committee. This sub-committee shall consist of at
least three Directors, each of whom the Board of Directors has determined to be
independent or unrelated in respect of the Company as contemplated by the laws,
regulations and listing requirements to which the Company is subject. The Nominating
Committee shall designate one of its Members to act as its Chairman.
The principal responsibility of the Nominating Committee will be to identify individuals
believed to be qualified to become Board Members, and to recommend the nominees to
stand for election as Directors. In the event it becomes necessary or advisable that a
new Director join the Board, the Nominating Committee shall recommend to the Board a
candidate to become a Director either through appointment by the Board or through
election by Shareholders. In nominating candidates, the Nominating Committee shall
take into consideration such factors as it deems appropriate. These factors may include
judgment, independence, skill, diversity, experience with businesses and other
organizations of comparable size, the interplay of the candidate's experience with the
experience of other Board members, and the extent to which the candidate would be a
desirable addition to the Board and any committees of the Board. The Nominating
Committee shall also consider legal, regulatory and listing requirements applicable to the
Company in respect of the composition of the Board of Directors and its Committees.
VI. Resources and Authority of the Committee:
The Committee shall have the resources and authority appropriate to discharge its
duties and responsibilities, including the authority to retain counsel or other experts, as it
deems appropriate, without seeking approval of the Board or Management.