Governance, Human Resource, Nominating and Compensation Committee
Environmental, Health and Safety 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:
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- recommending the appointment of the external auditor;
- reviewing the planning and execution of the audit by the external auditor;
- reviewing the independence of the external auditor;
- considering and evaluating with management the adequacy and effectiveness of internal
controls 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
interests 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 monitoring internal audit services of the Corporation;
- reviewing the integrity of the Corporation’s management and information systems;
- reviewing and approving the audit fees paid to the external auditor and pre-approval of non-audit
related fees to the external auditor;
- discussing and reviewing with management and the external auditor the Corporation’s annual and
interim consolidated financial statements, key reporting matters and Management’s Discussion
and Analysis and Annual Information Form;
- reviewing disclosure containing financial information based on the Corporation’s financial
- reviewing with management the principal risks of the Corporation’s business and the systems
and processes implemented to manage these risks.
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:
- identifying candidates for membership on the Board and evaluating the independence of the directors;
- assisting in directors’ orientation and assessing their performance on an on-going basis;
- shaping the Corporation’s approach to corporate governance and recommending to the Board
the corporate governance principles to be followed by the Corporation;
- discharging the Board’s responsibilities relating to compensation and succession planning
for the Corporation’s senior executives; and
- determining the process for 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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The Pension Committee is responsible for:
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- reviewing the performance of the Corporation’s and its subsidiaries’ pension plans and pension funds;
- reviewing and recommending managers for the fund’s portfolio;
- reviewing the performance of pension fund managers; and
- reviewing and approving the assumptions used, the funded status and amendments to the Corporation’s and its
subsidiaries’ pension plans.
The Environmental, Health and Safety Committee is responsible for reviewing and monitoring
environmental, food safety and workplace health and safety policies, procedures, practices and compliance.
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The Executive Committee possesses all of the powers of the Board except the power to declare
common dividends and certain other powers specifically reserved by applicable law to the Board.
The Executive Committee acts only when it is not practicable for the full Board to meet.