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.

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.