Human Resources Committee

Mandate

The Human Resources Committee provides guidance and recommendations to the Board in the areas of human resources, talent, succession, compensation, benefits and pension applicable to Finning.

The mandate of the Committee is to:

• ensure, at a strategic level, that there are appropriate and effective human resources policies in place for the employment and motivation of Finning’s employees consistent with Finning’s strategy, and to promote engagement, capabilities and competencies, and a corporate culture, that enable Finning’s strategy;
• regularly review organizational structure, headcount and turnover, employee wellbeing, and inclusion and diversity;
• regularly review with the President and CEO his plans for the structure, development and succession of the Finning leadership team;
• ensure a broad plan of executive compensation is established that is competitive and motivating to attract, retain and inspire executive management and other key employees, while taking into account the overall cost of compensation of the executive management and the interests of shareholders; and
• work to ensure that the key elements of design within Finning’s pension plans remain appropriate and effective.

Each member of the Committee is considered to possess the knowledge and experience in human resources and compensation matters to positively contribute to the Committee’s work. All members have experience in compensation matters as former or current CEOs or senior executive officers. Further details on individual Committee members’ relevant skills and experience is provided in the 2025 Management Proxy Circular.

Meetings

In 2024, the Committee met five times, with 100% attendance at the meetings. In addition, at each Committee meeting the members held sessions without management present.

Advisors to the Committee and Finning

In making its decisions relating to compensation, the Committee may obtain advice from consultants with expertise in this area. The Committee and Board consider the advice received from consultants and ultimately, make their own decisions about these matters. Meridian Compensation Partners acts as the independent advisor for the Board and the Committee for matters relating to director and executive compensation. The services provided by Meridian Compensation Partners to the Committee and Finning are explained in more detail in the 2025 Management Proxy Circular.