Standing Committees

The current composition of the Board's committees is as follows:

Chairperson Member Designated Financial Expert
Audit Committee Governance & Nominating Committee Management Resources & Compensation Committee Risk Management Committee

Independent Director

Elyse Allan
Angela F. Braly
Marcel R. Coutu
Maureen Kempston Darkes
Frank J. McKenna
Youssef Nasr
Seek Ngee Huat
Diana L. Taylor

Affiliated Director

David Kerr

The responsibilities of the standing committees are set forth below:

1. Audit Committee

Audit Committee Charter – March 2017

The Audit Committee is responsible for:

  • monitoring the company's systems and procedures for financial reporting and internal controls;
  • reviewing all public disclosure documents and monitoring the performance of the company's external and internal auditors;
  • reviewing the company's quarterly and annual financial statements and management's financial analysis and review of operations prior to approval by the full board of directors and release to the public;
  • recommending to board the firm of chartered accountants to be nominated for appointment as the company's external auditor; and
  • approving the assignment of any permitted non-audit work to be performed by the external auditor.

2. Management Resources and Compensation Committee

Management Resources and Compensation Committee Charter – March 2017

The Management Resources and Compensation Committee is responsible for:

  • reviewing and reporting to the board on management resource planning, including succession planning and proposed senior management appointments; the job descriptions and annual objectives of its senior executives; the form of executive compensation in general;
  • reviewing the performance of senior management against written objectives; and
  • reviewing the levels of compensation of the Chief Executive Officer and other senior executives.

3. Governance and Nominating Committee

Governance and Nominating Committee Charter – March 2017

The Governance and Nominating Committee is responsible for, in consultation with the Chairman:

  • reviewing the effectiveness of the board's operations and its relations with management;
  • assessing the performance of the board, board committees and individual directors;
  • reviewing and recommending directors' compensation;
  • reviewing the credentials of potential candidates for election or appointment to the board; and
  • recommending nominees for board membership to the shareholders for election at the company's annual meeting of shareholders;

4. Risk Management Committee

Risk Management Committee Charter – March 2017

The Risk Management Committee is responsible for:

  • monitoring the company's financial and non-financial risk exposures, including market, credit, operational, reputational, strategic and business risks;
  • monitoring the steps management has taken to monitor and control such risk exposures; and
  • reviewing periodically the policies and guidelines which apply to the company's risk management activities.