Human Resources Committee

Mandate

The Human Resources Committee ensures in-depth analysis of policies and strategies developed by management in the areas of human resources, talent, succession, compensation, benefits and pension.

The mandate of the Committee is to:

  • ensure, at a strategic level, that there are appropriate and effective human resources policies in place setting out the philosophy for the employment and motivation of Finning’s staff and their understanding of and engagement in the interests and success of both the group and the particular business in which they work, consistent with Finning’s purpose, vision and values statement, and to promote competencies that enable Finning’s strategy;
  • regularly review with the President and CEO his plans for the structure, development and succession of the leadership team;
  • work to continuously improve Finning’s philosophy and guidelines on compensation;
  • ensure a broad plan of executive compensation is established that is competitive and motivating to attract, hold 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;
  • work to ensure that the key elements of design within Finning’s pension plans remain appropriate and effective.

Committee Membership

Name Independent
James E.C. Carter, Chair Yes
Jacynthe Côté Yes
Nicholas Hartery Yes
Mary Lou Kelley Yes
Edward R. Seraphim Yes

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 2021 Management Proxy Circular.

Meetings

In 2020, the Committee met four times, with 100% attendance at all 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 2021 Management Proxy Circular.