Solid governance leads to better decisions

Corporate Governance Committee

Purpose

The Corporate Governance Committee's primary purpose is to assist the Board in fulfilling its oversight responsibilities with respect to:

  • the development and implementation of principles and systems for the management of corporate governance;
  • identifying qualified candidates and recommending nominees for Director and Board Committee appointments;
  • evaluations of the Board, Board Committees, the Board Chair and Committee Chairs;
  • overseeing director compensation; and
  • implementation and effectiveness of the Ethics Policy and the compliance programs under the Ethics Policy, all with a view to ensuring Canexus implements a high level of corporate governance.

Composition

The Committee will be comprised of at least three directors. All Committee members will:

  • be independent under the Categorical Standards for Director Independence adopted by the Board and applicable law;
  • have a working familiarity with corporate governance practices; and
  • be appointed and removed by the Board.

The Committee Chair will also be appointed by the Board.

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