Committees

The Board carries out its responsibilities directly and through its four standing committees, the Audit Committee, the Human Resources Committee, the Governance and Risk Committee, and the Safety, Environment, & Social Responsibility Committee, which make recommendations to the Board for approval.

Each committee operates in accordance with Board-approved Terms of Reference. The Board may create a new committee whenever it considers it advisable to do so.

The Board rotates committee members and committee chairs from time to time as necessary. In doing so, the Board tries to make use, to the extent possible, of the particular expertise of each of the directors.

Committee chairs, in consultation with committee members, determine the frequency of meetings for each committee, provided that committees must meet at least quarterly, as required by each Committee’s Terms of Reference. The agenda for each meeting is established by the committee chair in consultation with appropriate members of management and the Corporate Secretary. Each committee chair reports to the full Board with respect to each of its meetings.

The Board of Directors and each standing committee ensure their independence by convening independent director-only sessions at every meeting.

Committee members are appointed annually following our annual meeting or as required due to a change in composition of the Board or upon the creation of a special committee. The Governance and Risk Committee and the Board Chair provide recommendations to the Board in respect of all such appointments.

The committee meetings are organized so two committees meet at the same time, to allow more time for discussion and focus at Board meetings in the areas of strategy, risk, succession planning, business operations, education sessions and talent.

For further details on the standing committees of the Board, please refer to the Corporation's most recent Management Proxy Circular.