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Corporate Governance Committee

Mandate

The Corporate Governance Committee provides assistance to the Board by focusing on corporate governance programs and by establishing and monitoring corporate governance principles that will enhance corporate performance. The Committee has oversight for Finning’s Code of Conduct. In addition, the Committee manages the evaluation process to monitor the effectiveness of the Board, its committees, committee chairs and individual directors and has responsibility for establishing a process for identifying, recruiting, appointing and reappointing directors and succession planning for the Board Chair. The Committee also has responsibility for providing ongoing development of current Board members.

A healthy governance culture also demands that both management and the Board engage in continuous constructive discussions to delineate their respective roles to best support Finning and our shareholders as business and regulatory environments continue to evolve. The Corporate Governance Committee, together with the Board Chair and the CEO, share the responsibility for developing annual objectives for the Board of Directors.

The Corporate Governance Committee monitors the flow of information between the Board and management and, where necessary, makes recommendations on improving these lines of communication.

 

Committee Membership

Name Independent
Nicholas Hartery, Chair Yes
James E.C. Carter Yes
Harold N. Kvisle Yes
Stuart. L Levenick Yes
Kathleen M. O'Neill Yes
John M. Reid Yes

 

The Committee membership must be comprised of a minimum of four independent directors.

 

Meetings

The Committee met four times during 2016, with 100% attendance at all meetings. At each Committee meeting the members held sessions without management present.

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