The Board of Directors' (the "Board") mandate is to supervise the management of the business and affairs of the Corporation. As part of its overall stewardship of the Board of Directors assumes responsibility for strategic planning, identification of the principal risks associated with the Corporation's business and ensuing appropriate management of these risks and making all senior officer appointments, including responsibility for evaluating performance, management development and succession planning.
The Audit Committee assists the Board of Directors in fulfilling its responsibilities in overseeing financial and accounting matters. The committee is directly responsible for recommending external auditors to be nominated and their compensation, overseeing and monitoring the work of the auditors, reviewing the financial statements and management's discussion and analysis (MD&A) and annual and interim financial results, overseeing the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures, and provide oversight to any related party transactions entered into by the Corporation.
The Corporation's Audit Committee is governed by an Audit Committee Charter (the "Charter") which has been adopted by the Board in order to comply with NI 52-110 and to more properly define the role of the Committee in the oversight of the financial reporting process of the Corporation.
Human Resources and Corporate Governance Committee
The purpose of the Human Resources and Corporate Governance Committee (the "Committee") is to develop and monitor the process and structure used to supervise the business and affairs of the Corporation. The Committee's activities include: (a)reviewing, monitoring and making recommendations regarding the effectiveness of the Board and ensuring that the Board functions independently of management; (b) periodically reviewing and making recommendations to the Board with respect to the compensation of directors and senior officers; (c) providing oversight in ensuring a high quality of leadership and an employee relations strategy that provides for ongoing flexibility and productivity throughout the Corporation, and (d) performing such other tasks as may be delegated to the Committee by the Board.
Environmental, Health and Safety Committee
The mandate of the Environmental, Health and Safety Committee is to review environmental, health and safety policies and programs, to oversee the Corporation's environmental, health and safety performance, and to monitor current and future regulatory issues.