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 may delegate 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 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 whether the corporation has an appropriate process in place for managing its significant risks and is improving that process continuously as Finning’s business environment changes. 

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.

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 Governance and Risk Committee, together with the Board Chair and the CEO, share the responsibility for developing annual objectives for the Board of Directors.

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
Kathleen M. O'Neill Yes

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

Meetings

The Committee met four times during 2020, with 100% attendance at all meetings. At each Committee meeting the members held sessions without management present.