Committee Responsibilities and Mandates

Audit Committee
Governance, Human Resource, Nominating and Compensation Committee
Pension Committee
Environmental, Health and Safety Committee

Audit Committee

All members of the Audit Committee are independent and financially literate as required under applicable securities law rules. The Audit Committee is responsible for supporting the Board in overseeing the integrity of the Corporation’s financial reporting and internal controls over financial reporting, disclosure controls, internal audit function and its compliance with legal and regulatory requirements.

The Audit Committee’s responsibilities include:

  • recommending the appointment of the auditor;
  • reviewing and approving the annual audit plan for the auditor;
  • reviewing the independence of the auditor;
  • considering and evaluating with management the adequacy and effectiveness of internal control over financial reporting and financial disclosure controls and reviewing any proposed corrective actions;
  • reviewing and monitoring the Corporation’s policies relating to ethics and conflicts of interest of officers and employees;
  • overseeing procedures for the receipt, retention and follow-up of complaints regarding the Corporation’s accounting, internal controls and auditing matters and the confidential anonymous submission by employees of concerns regarding such matters;
  • reviewing and approving internal audit’s annual plan and receiving regular reports thereon;
  • reviewing regular reports by management relating to the implementation of the Corporation’s information technology systems;
  • reviewing regular reports from management's Cyber-Security Committee on systems, policies and procedures related to the mitigation of cyber-security risks;
  • reviewing and approving the audit fees paid to the auditor and pre-approval of non-audit related fees to the auditor;
  • assessing the performance of the Corporation's internal audit function; and
  • reviewing and approving any material related party transactions
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Governance, Human Resource, Nominating and Compensation Committee [Top]

The Governance Committee is responsible for overseeing the compensation of directors and executive officers. The Governance Committee is also responsible for developing and maintaining governance practices consistent with high standards of corporate governance. As part of its mandate, the Governance Committee identifies and recommends candidates for nomination to the Board as directors, monitors the orientation program for new directors and maintains a process for assessing the performance of the Board and its Committees as well as the performance of individual directors. The Committee also oversees succession planning for the Corporation’s senior employees.

The Governance Committee’s specific responsibilities include:

  • developing criteria and qualifications for selecting director candidates and identifying and recommending candidates for membership on the Board;
  • evaluating the independence of directors and assessing their performance on an on-going basis;
  • assessing and reporting to the Board on its performance and effectiveness and that of its Committees;
  • assisting in the directors’ orientation program;
  • shaping the Corporation’s approach to corporate governance and recommending to the Board the corporate governance principles to be followed by the Corporation;
  • overseeing the Corporation's approach to compliance matters and receiving reports from the Management Compliance Committee;
  • assisting the Board in discharging its responsibilities relating to compensation and succession planning processes for the Corporation’s senior executives; and
  • reviewing and determining the design of the compensation of directors and executive officers

The Board has appointed the Chair of the Governance Committee, who is an independent director, to serve as lead director.

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Pension Committee [Top]

The Pension Committee is responsible for:

  • reviewing the performance of the Corporation’s and its subsidiaries’ pension plans and pension funds;
  • reviewing and recommending managers for the funds’ portfolios;
  • reviewing the performance of pension fund managers;
  • reviewing and approving the assumptions used, the funded status and amendments to the Corporation’s and its subsidiaries’ pension plans;
  • reviewing the management and administration of the Corporation’s pension plans, capital accumulation plans, and retiree health and welfare plans;
  • reviewing and setting the investment objectives of the Corporation and approving the Statement of Investment Policies and Procedures;
  • overseeing management’s monitoring, timely identification and mitigation of material risks associated with the administration and investment activities of the plans, and reporting and providing recommendations to the Board in relation to such risks; and
  • managing the retention and oversight of all third parties retained for the Corporation’s pensions plans, including the trustee, actuaries and investment managers
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Environmental, Health and Safety Committee [Top]

The Environmental, Health and Safety Committee is responsible for :

  • reviewing and overseeing the Corporation’s policies, procedures, practices and compliance in the areas of environmental affairs, food safety and workplace health and safety;
  • receiving periodic reports on risks and risk management activities in relation to environmental affairs, food safety and workplace health and safety;
  • reviewing actions taken by management with respect to environmental and occupational health and safety matters;
  • reviewing actions taken by management with respect to food safety programs to address safe manufacturing, handling and preparation standards;
  • receiving and reviewing periodic reports from management on any elements of the Corporation’s corporate social responsibility program; and
  • receiving timely reports on any major incidents or violation of the Corporation’s policies and any food safety issues
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