Nominating Committee Charter


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The Nominating Committee is appointed by the Board to assist the Board by identifying and presenting qualified persons for election and reelection as directors, and to recommend to the Board the director nominees for the next annual meeting of shareholders.

Committee Membership

The Nominating Committee shall be composed of at least three directors who shall be appointed annually by the Board of Directors, upon the recommendation of the Board Governance Committee. Only directors meeting the independence requirements of the New York Stock Exchange and the Toronto Stock Exchange and applicable federal laws may serve on the Nominating Committee.

The members of the Nominating Committee shall be appointed and replaced by the Board of Directors.

Committee Authority and Responsibilities

1.        The Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firmís fees and other retention terms. The Nominating Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

2.        The Nominating Committee shall actively seek individuals qualified to become board members for recommendation to the Board and recommend to the Board the director nominees for the next annual meeting of shareholders. The Nominating Committee shall review all recommendations made to the Board of Directors with respect to director nominees and Company policies with respect to shareholder recommendations for director nominees to the Board.

3.        The Nominating Committee may form and delegate authority to subcommittees when appropriate.

4.        The Nominating Committee shall make regular reports to the Board.

5.        The Nominating Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating Committee shall annually review its own performance.