1. Purpose
The Corporate Governance and Nominating Committee (the "Committee") assists the Board in: (a) identifying qualified candidates for election or appointment as directors; (b) developing and maintaining the Company's approach to corporate governance; and (c) assessing the effectiveness of the Board, its committees, and individual directors.
2. Composition
The Committee shall consist of at least two directors. A majority of the members shall be independent. The Board shall designate a Chair of the Committee.
3. Meetings
The Committee shall meet at least twice per year and at such other times as required.
4. Responsibilities
4.1 Director Nominations
- Identify, recruit, and recommend to the Board qualified candidates for election as directors at the Company's annual general meeting
- Assess the skills, experience, and characteristics required on the Board in light of the Company's strategic direction
- Evaluate the independence of director nominees against applicable criteria
- Review the Board's director succession plan
4.2 Corporate Governance
- Develop and recommend governance policies and practices for Board approval
- Monitor regulatory and legislative changes affecting corporate governance and ensure the Company's practices remain current
- Review and recommend updates to all Board and Committee Charters
- Review the Company's disclosure regarding corporate governance for the annual management information circular
4.3 Board Effectiveness
- Develop and oversee a process for assessing the effectiveness of the Board, its committees, and individual directors
- Review director orientation and continuing education programs
5. Authority
The Committee may engage external advisors, including executive search firms, at the Company's expense.