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Human Resources Committee

Mandate

The Human Resources Committee provides oversight of the human resources and talent management strategy and the design of Finning’s compensation programs and policies. The Committee provides recommendations to the Board of Directors on key compensation and human resources matters, including executive and key employee continuity and succession planning, and any changes to Finning’s executive compensation program that the Committee considers to be necessary from time to time.

Committee Membership

Name Independent
James E.C. Carter, Chair Yes
Jacynthe Côté Yes
Nicholas Hartery Yes
Mary Lou Kelley Yes
Harold N. Kvisle
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 2018 Management Proxy Circular.

Meetings

In 2017, 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. In 2017, Willis Towers Watson did not perform any executive compensation consulting work on the Committee’s behalf. In prior years Willis Towers Watson has performed some work in the area of executive compensation at the request of the Committee. The breakdown of services provided by the Advisors to the Committee and Finning are explained in more detail in the 2018 Management Proxy Circular.

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