Chairperson
Member
Designated Financial Expert
| Name | Title | Audit Committee | Governance & Nominating Committee | Management Resources & Compensation Committee | Risk Management Committee |
|---|---|---|---|---|---|
| Elyse Allan | Independent Director | ||||
| Janice Fukakusa | Independent Director | ||||
| Maureen Kempston Darkes | Independent Director | ||||
| Frank J. McKenna | Independent Director | ||||
| Rafael Miranda | Independent Director | ||||
| Diana L. Taylor | Independent Director | ||||
| Hutham S Olayan | Independent Director | ||||
| Satish Rai | Independent Director |
Audit Committee
Janice Fukakusa
Independent Director
Rafael Miranda
Independent Director
Satish Rai
Independent Director
Governance & Nominating Committee
Frank J. McKenna
Independent Director
Diana L. Taylor
Independent Director
Hutham S Olayan
Independent Director
Management Resources & Compensation Committee
Maureen Kempston Darkes
Independent Director
Rafael Miranda
Independent Director
Diana L. Taylor
Independent Director
Risk Management Committee
Elyse Allan
Independent Director
Maureen Kempston Darkes
Independent Director
Hutham S Olayan
Independent Director
The Responsibilities of the Standing Committees are Set Forth Below:
Audit Committee Charter – February 2025
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.
Management Resources and Compensation Committee Charter – February 2025
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.
Governance and Nominating Committee Charter – February 2025
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;
Risk Management Committee Charter – February 2025
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.