Human Resources and Compensation Committee

Purpose

The Committee’s primary purpose with respect to compensation is to assist the Board in fulfilling
its oversight responsibilities with respect to:

• key compensation and human resources policies;
• Chief Executive Officer objectives, performance reviews and compensation;
• Executive Management compensation;
• Executive Management succession and development; and
• reviewing executive compensation disclosure before its release.

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 compensation practices and with the Corporation’s human resources policies and programs; and
• be appointed and removed by the Board.

The Committee Chair will also be appointed by the Board.

Related Documents:

• Committee Mandate (PDF, 24 kB)
• Chair Position Description (PDF, 23 kB)
• Committee Members Chart