Governance and Risk Committee

Mandate

The mandate of the Governance and Risk Committee is to assist the Board in fulfilling its obligations by providing a focus on risk management processes and a focus on governance that will enhance corporate performance. The Committee is responsible for oversight of the processes for business risk assessment and management. 

The committee also assesses and makes recommendations regarding board effectiveness, including the development of annual board objectives and the implementation of annual board performance evaluations, and establishes a process for identifying, recruiting, appointing, re-appointing and providing ongoing development of directors. The Committee also assesses and makes recommendations to the Board regarding risk management processes. The Committee delegates the assessment and recommendation-making function regarding specific risks that are within the mandate of other standing committees of the Board to such other committees, which will then report directly to the Board on such risks.

The Board continues to have overall responsibility for risk oversight, which is the process for determining that the corporation has an appropriate process in place for managing its significant risks and is improving that process continuously as the corporation’s business environment changes.

The Governance and Risk 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
Andrés Kuhlmann Yes
Stuart. L Levenick Yes
Manjit K. Sharma Yes

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

Meetings

The Committee met four times during 2021, with 100% attendance at all meetings. At each Committee meeting the members held sessions without management present.