1. The purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) is to assist the Board in: (i) establishing the Company’s corporate governance policies and practices generally; (ii) identifying individuals qualified to become members of the Board; and (iii) reviewing the composition of the Board and its committees.
2. The Committee’s responsibilities shall include:
(i) reviewing and assessing the Company’s corporate governance policies and practices and conducting an annual review of the Company’s Corporate Governance Guidelines;
(ii) reviewing and assessing the independence of each of the directors;
(iii) evaluating the functioning of the Board and its committees (including this Committee) on an annual basis;
(iv) reviewing and approving the annual disclosure of the Company’s corporate governance practices in compliance with the requirements of the Toronto Stock Exchange and the New York Stock Exchange;
(v) reviewing and approving any significant amendments to the Company’s Disclosure Policy; and
(vi) periodically reviewing the Code of Business Conduct and Ethics for directors, officers and employees of the Company.
(vii) reviewing candidates for election as directors and annually recommending nominees to the Board for approval by the Board and election by the shareholders;
(viii) recommending to the Board nominees to fill vacancies on the Board;
(ix) making recommendations to the Board from time to time as to changes in the size of the Board;
(x) making recommendations to the Board as to the composition of the committees of the Board (including the Committee);
(xi) reviewing and recommending to the Board mandates for committees of the Board;
(xii) reviewing and approving the Company’s orientation and education program with respect to new directors;
(xiii) reporting regularly to the Board;
(xiv) reviewing and assessing its mandate and recommending any proposed changes to the Board on an annual basis; and
(xv) evaluating the functioning of the Committee on an annual basis.
3. In making its recommendations for nominees to the Board, the Committee shall consider the current composition of the Board and shall assess the ability of candidates to contribute to effective oversight of the management of the Company, taking into account the needs of the Company and the individual’s background, experience, perspective, skills and knowledge that are appropriate and beneficial to the Company.
4. The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have the authority to approve the search firm’s fees and other retention terms. The Committee shall have the authority to obtain advice and assistance from outside legal or other advisors in its sole discretion. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
5. The Committee shall be appointed by the Board annually and shall be comprised of a minimum of three directors, a majority of whom shall be resident Canadians. If an appointment of the members of the Committee is not made as prescribed, the members shall continue as such until their successors are appointed.
6. All of the members of the Committee shall be directors whom the Board has determined are independent, taking into account the applicable rules and regulations of securities regulatory authorities and/or stock exchanges.
7. The time and place of the meetings of the Committee, the calling of meetings and the procedure in all things at such meetings shall be determined by the Chairman of the Committee.