Board of Directors

Board of Directors

  Audit, Finance & Risk Committee Safety, Health, Environment and Security Committee Governance & Nominating Committee Human Resources & Compensation Committee
Vagn Sørensen
Chairman
London, United Kingdom
    Member  
Christie J.B. Clark
Toronto, Ontario
Chair   Member  
Gary A. Doer
Winnipeg, Manitoba
Member     Member
Rob Fyfe
Auckland, New Zealand
  Chair   Member
Michael M. Green
New York, New York
  Member   Member
Jean Marc Huot
Montréal, Québec
  Member   Member
Madeleine Paquin
Montréal, Québec
  Member Member  
Calin Rovinescu
Montréal, Québec
       
Kathleen Taylor
Toronto, Ontario
Member   Member Member
Annette Verschuren
Toronto, Ontario
Member   Chair  
Michael M. Wilson
Bragg Creek, Alberta
Member Member   Chair

Christie J.B. Clark

Chair

Members:

Gary A. Doer
Kathleen Taylor
Annette Verschuren
Michael M. Wilson

The primary purpose of the Audit Committee is as follows:

  • to assist the Board of Directors in the discharge of its responsibility to monitor the component parts of the Corporation's financial reporting and audit process.
  • to maintain and enhance the quality, credibility and objectivity of the Corporation’s financial reporting and to satisfy itself and oversee management’s responsibility as to the adequacy of the supporting systems of internal financial and accounting controls.
  • to assist the Board in its oversight of the independence, qualifications and appointment of the external auditor.
  • to monitor the performance of the internal financial and accounting controls and of the internal and external auditors.
  • to provide independent communication among the Board, the head of corporate audit and advisory, and the external auditor.
  • to facilitate in-depth and candid discussions among the Audit Committee, management and the external auditor regarding significant issues involving judgment and impacting quality of controls and reporting.
  • to assist the Board in the discharge of its oversight responsibility in relation to the Corporation’s enterprise risk management process, except in regard to risks for which the Human Resources and Compensation Committee and the Safety, Health, Environment and Security Committee have been delegated responsibility by the Board.

Audit Committee Charter

Rob Fyfe

Chair

Members:

Michael M. Green
Jean Marc Huot
Madeleine Paquin
Michael M. Wilson

The primary purpose of the Safety, Health, Environment and Security Committee is to assist the Board of Directors in the discharge of its oversight responsibilities concerning safety, health, environment and security matters including in relation to: (i) strategies, policies, systems and processes of the Corporation and its wholly-owned subsidiaries, (ii) management of risks relating to safety, health, environment and security matters, and (iii) compliance with statutory and regulatory obligations.

Safety, Health, Environment and Security Committee Committee Charter

Annette Verschuren

Chair

Members:

Christie J.B. Clark
Madeleine Paquin
Vagn Sørensen
Kathleen Taylor

The primary purpose of the Governance and Nominating Committee is to assist the Board of Directors in fulfilling its responsibilities by: (i) being satisfied that corporate governance guidelines are adopted, disclosed and applied including director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, and annual performance evaluation of the Board, and (ii) identifying individuals qualified to become new Board members and recommending to the Board the nominees for each annual meeting of shareholders of the Corporation.

Governance and Nominating Committee Charter

Michael M. Wilson

Chair

Members:

Gary A. Doer
Rob Fyfe
Michael M. Green
Jean Marc Huot
Kathleen Taylor

The primary purpose of the Human Resources and Compensation Committee is as follows:

  • to assist the Board of Directors in the discharge of its oversight responsibilities in the field of human resources and compensation including: (i) the Corporation's compensation philosophy and policies, and major compensation programs, (ii) the compensation for the CEO and members of executive management, (iii) succession plans for executive officers and key senior leadership roles, and (iv) key talent management strategies and practices.
  • to assist the Board in the discharge of its responsibilities for the monitoring and oversight of the Corporation's retirement plans to ensure pension liabilities are appropriately funded as required, pension assets are prudently invested, the risk is managed at an acceptable level for the stakeholders, including financial risks defined by the statement of investment principles and beliefs, and retirement benefits are administered in a proper and effective manner.
  • to assist the Board in the discharge of its oversight responsibilities for risks related to human resources including talent management, employee conduct, succession planning, compensation and pension matters.

Human Resources and Compensation Committee Charter