Governance and Nominating Committee Charter

(approved by the BoD January 13, 2015)

  1. The Corporate Governance and Nominating Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of the Corporation to assist the Board in (i) establishing the Corporation’s corporate governance policies and practices generally, (ii) identifying individuals qualified to become members of the Board, and (iii) reviewing the composition of the Board.
  2. The Committee shall consist of not less than three directors, all of whom shall be “independent” (as defined in National Instrument 52-110 – Audit Committees), appointed by the Board and shall have appropriate post-secondary education and professional training including as a lawyer, professional accountant, or other relevant professional qualifications. The Board may fill vacancies in the Committee by appointment from among the directors of the Corporation, and if and whenever a vacancy shall exist in the Committee, the remaining members may exercise all of its powers so long as a quorum remains in office. The Board may remove a member of the Committee at any time in its sole discretion by resolution of the Board.
  3. The Committee’s responsibilities shall be:
    1. to approve all transactions involving the Corporation and “related parties” (collectively, “Related Party Transactions”) and if required by the Board, to monitor any Related Party Transactions and report to the Board on a regular basis regarding the nature and extent of the Related Party Transactions;
    2. to monitor the appropriateness of implementing structures from time to time to ensure that the directors can function independently of management;
    3. to respond to, and if appropriate, to authorize requests by, individual directors to engage outside advisors at the expense of the Corporation;
    4. to develop the process for the assessment of the Board;
    5. to oversee the assessment of the functioning of the Board, its committees and individual directors on an annual basis;
    6. to consider on a regular basis the appropriate size of the Board;
    7. to identify and recommend to the Board from time to time new nominees as directors of the Corporation, based upon the following considerations:
      1. the competencies and skills necessary for the Board as a whole to possess;
      2. the competencies and skills necessary for each individual director to possess;
      3. the competencies and skills each existing director possesses;
      4. competencies and skills which each new nominee to the Board is expected to bring; and
      5. whether the proposed nominees to the Board will be able to devote sufficient time and resources as a director to the Corporation;
    8. to review and assess the orientation and education program for new appointees to the Board and identify appropriate continuing education opportunities for all directors; and
    9. to oversee the development of the Corporation’s approach to corporate governance, including, developing, reviewing and approving the Corporation’s key corporate governance policies, in compliance with regulatory requirements and current best practice.
  4. The Committee shall have the authority to engage and compensate any outside advisors that it believes are necessary to fulfill its charter.
  5. A quorum for the transaction of business of the Committee shall consist of at least two thirds of the members of the Committee.
  6. The time and place for meetings of the Committee, and procedures at such meetings shall be determined from time to time by the Committee. The Chairman of the Corporation shall, upon the request of the Committee Chairman, any member of the Committee or the Chief Executive Officer of the Corporation, call a meeting of the Committee by letter, telephone, facsimile, telegram or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
  7. If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
  8. Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.
  9. The Committee shall meet at least twice a year and keep minutes of its meetings which shall be submitted to the Board.
  10. One of the members of the Committee shall be elected as its chairman by the Board and the Committee may from time to time appoint any person, who need not be a member, to act as a secretary at any meeting.
  11. The Committee may invite such officers, directors and employees of the Corporation as it may see fit, from time to time, to attend at meetings of the Committee.
  12. Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose; actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. The Committee shall report, through the Chair of the Committee, its determinations to the Board at the next scheduled meeting of the Board, or earlier as the Committee deems necessary.
  13. The Committee shall review at least annually the Committee’s charter and assess the Committee’s functioning and performance relative to the requirements set out within this charter.