- Overall objective
The members of the Governance, Environment and Health/Safety Committee (the “Committee”) are appointed by the board of directors (the “Board”) to help the Board fulfill its management responsibilities of the Corporation and meet its continuous disclosure obligations. The Committee must review the appointment of directors and executive officers of the Corporation, as well as their overall compensation, and present appropriate recommendations to the Board. It must also handle the development and review of a succession plan. The Committee also has the general responsibility of defining the Corporation’s approach to governance, environment and health/safety matters and recommending to the Board an efficient process compatible with the current regulatory requirements to which the Corporation is subject.
In making its recommendations, the Committee must consider the needs of the Corporation in terms of skills, experience and knowledge, considering the mission, strategies and objectives of the Board.
In carrying out its functions, the Committee maintains an effective working relationship with the Board, management and the other committees of the Board.
The Committee has the following responsibilities:
- Carry out the activities that are consistent with its mandate.
- Retain the services of consultants, namely independent consultants, if it deems it necessary to fulfill its functions, and approve their compensation.
- Ensure that executive officers attend the Committee’s meetings, if needed.
- Request and obtain access to the executive officers, employees and relevant information.
- Review the salary and compensation policies of the Corporation and make recommendations to the Board related to the adoption of these policies and any amendment thereof deemed necessary or mandatory pursuant to a new law or regulation.
- Review, evaluate, and, if necessary, revise the stock option plan of the Corporation and make recommendations to the Board regarding the amendments deemed necessary.
- The Board appoints the members of the Committee and the president of the Committee. In the absence of the president, a member of the Committee may replace him, provided that the quorum is maintained.
- The Committee is composed of 3 members. The members must be in majority independent directors. Members of the Committee may be removed or replaced at any time by the Board. From the moment they no longer occupy the position of director, they cease to be members of the Committee.
- Members of the Committee must attend all meetings of the Committee, unless they have a serious reason. During these meetings, a quorum is reached if a majority of the members are present by telephone or in person.
- Each member of the Committee must have the skills and experience commensurate with carrying out the functions and responsibilities associated with his or her position.
- Members of the Committee are appointed for a term of one year.
- The secretary of the Committee is the secretary of the meeting or any other person whom the Board appoints.
- The Committee invites the president and chief executive officer and, if necessary, any other person, except during private meetings to which only members of the Committee may attend. The president of the Committee has the right to decide who should and should not be present at any time during a meeting of the Committee.
- The notice of the dates, time and location of the meetings is given verbally, in writing, by fax or by any other electronic means to each member of the Committee at least 48 hours before the time set for the meeting. Any member can, in any manner whatsoever, waive receipt of a notice of meeting of the Committee. The presence of a member at a meeting of the Committee constitutes a waiver of notice.
- Meetings are held, as necessary, following notice by the president of the Committee.
- Special meetings may be called by the president of the Committee.
- The secretary of the Committee must communicate the agenda and the supporting documents to the members of the Committee early enough before the meeting. The secretary and the president of the meeting may be the same person.
- The secretary of the Committee must communicate the minutes of the meetings to the members of the Board after approval of such minutes by the president of the Committee. The minutes of a meeting of the Committee must be adopted by all members of the Committee.
- The president of the Committee (or another member of the Committee) must at least be present at the meeting of the Board during which a report of the Committee is presented.
- The Committee may convene a meeting with outside legal counsels if it deems it necessary.
- The Committee meets at least once during the year.
- Roles and responsibilities
The Committee must do the following:
- Review the compensation policies of the Corporation, including employment, compensation, training and development.
- Review and approve the goals and objectives of the Corporation relevant to the compensation of the president and chief executive officer, evaluate the performance of the president and chief executive officer in light of these goals and objectives, present the results of this evaluation to the Board and establish the compensation level of the president and chief executive officer based on this evaluation.
- Recommend the hiring and termination, as well as the promotion and compensation, of the executive officers reporting directly to the president and chief executive officer, and the appointment of all executive officers for which the Committee must present recommendations to the Board for approval.
- Review the human resources and the succession planning of the president and chief executive officer.
- Supervise the compliance by the Corporation of the laws and regulations related to compensation matters.
- Approve, if necessary, and if required by the applicable rules and regulations of any security regulatory body or stock exchange, a report with respect to the compensation of executive officers, for inclusion in the management proxy circular of the Corporation or in another public disclosure document.
- Review and recommend to the Board the granting of options under any option plan or long-term incentive plan.
- Proceed to a review of all aspects of the compensation received by the members of the Board.
Structure of the Board and committees and appointments
- Recommend the formation or dissolution of committees of the Board.
- Recommend the appointment of members of the Board, members of the committees and presidents of the committees.
- Recommend candidates to fill vacancies on the Board, committees and committees’ presidencies.
- Recommend candidates for appointment as chairman of the Board.
- Maintain a current succession plan for the members of the Board, taking into consideration the desired composition of the Board, the strengths, aptitudes and experience of the current directors, the expected dates of retirement, the strategic direction of the organization and the need for strong independent representation for the financial markets.
- Develop and keep current a process and criteria for identifying, recruiting and appointing new directors.
- Recommend to the Board any candidates for election to the Board at the annual meeting of shareholders.
- Advise the Board when a question of conflicts or potential conflicts is raised.
- Establish a process for reviewing and monitoring the effectiveness of the Board overall and of each member of the Board and present recommendations to the Board to improve the development of governance.
- Perform an annual review of the procedures of the Board and recommend changes to the Board if needed. In particular, this includes a review of the following:
- the procedures for the strategic orientation of the Board;
- the procedures for monitoring the performance of the Board
- the relevant number, and duration, of meetings of the Board; and
- the suitability of the information provided to directors before and during meetings of the Board.
- Ensure that all directors receive the orientation and continuous training necessary to effectively fulfill their responsibilities, particularly in order to inform them of new legal and financial matters as well as changes in the industry’s practice and commercial practices.
- Review and evaluate all matters that may have an effect on the Corporation with respect to governance.
- Recommend to the Board the measures to be taken with respect to governance.
- Monitor the implementation and the administration of these measures or of any policies or guidelines adopted by the regulatory authorities or by the Board with respect to governance.
- Review and recommend the disclosure of annual regulatory information regarding the governance practices of the Corporation, if needed.
- Insofar as significant deviations from the guidelines concerning the conflicts of interest for the directors are communicated to the Committee, report to the Board any significant deviation from those guidelines with respect to conflicts of interest for directors, executive officers, employees and consultants.
- At the request of the Board, review the mandate, functions and responsibilities of: (i) the Board and its members; (ii) the chairman of the Board; (iii) the committees of the Board and their members; (iv) the presidents of the committees of the Board; and (v) the president and chief executive officer, and recommend any desirable change.
- Review and evaluate all aspects of corporate social accountability and environmental matters that may affect the Corporation, including any policy of the Corporation, namely with respect to sustainable development.
- Recommend to the Board the measures to be taken with respect to environment.
- Monitor the implementation and administration of these measures or of any policies or guidelines adopted by the regulatory authorities or by the Board with respect to environment.
- Review and recommend the disclosure of annual regulatory information regarding the practices of the Corporation with respect to environment, if needed.
- Review and evaluate all aspects of health/safety related to the activities of the Corporation, including any policy of the Corporation.
- Recommend to the Board the measures to be taken with respect to health/safety.
- Monitor the implementation and administration of these measures or of any policies or guidelines adopted by the regulatory authorities or by the Board with respect to health/safety.
- Review and recommend the disclosure of annual regulatory information regarding the practices of the Corporation with respect to health/safety, if needed.
- At each of the meetings, report to the Board on the activities of the Committee and make appropriate recommendations.
- Ensure that the Board is aware of matters that could have a significant impact on the business of the Corporation.
- Evaluate annually the performance of the Committee in light of its mandate, both with respect to the contribution of each of the members and of the Committee overall, and report to the Board on the conclusions of such evaluation.
Review of the Mandate of the Committee
- Ensure that the mandate of the Committee is approved or reapproved by the Board.
- Observe the quality of relationships between management and the Board and recommend improvements deemed necessary or desirable.
- In general, discuss recommendations with the president and chief executive officer before presenting them to the Board.
- After consulting the chairman of the Board, consider and approve, in advance and if considered appropriate, the reasonable requests of directors to use outside consultants.
- Carry out the annual review of the civil liability insurance of the directors and officers.
- Exercise the other powers and assume the other obligations and responsibilities that result from the powers, functions, and responsibilities of the Committee specified herein or that may be delegated by the Board.
No modification of the roles and responsibilities of the Committee may take effect without the approval of the Board.