Compensation & HR

The purpose of the Compensation and Human Resources Committee is to assist the Board in fulfilling its duties regarding human resources, compensation matters and corporate succession planning.

COMPOSITION

The Committee shall be comprised of at least three independent directors, as defined by the Toronto Stock Exchange Guidelines and the New York Stock Exchange Regulations. Members of the Committee shall be appointed annually, following the annual general meeting of the Corporation. The Chairman of the Committee is appointed each year by the Board.

MEETINGS

The Committee shall meet as deemed necessary in order to carry out its duties effectively. The quorum at any meeting of the Committee is a majority of its members. The Secretary or Assistant Secretary of the Corporation acts as the secretary of the Committee. The Chairman of the Committee develops the agenda for each meeting of the Committee in consultation with the Chief Executive Officer (“CEO”) of the Corporation. The agenda and the appropriate meeting materials are provided to members of the Committee on a timely basis prior to any meeting of the Committee.

DUTIES AND RESPONSIBILITIES

To carry out its responsibilities, the Committee shall:

1. Review its charter annually and recommend changes to the Board when necessary.
2. Review the Corporation’s Human Resources policies and procedures with respect to human resources hiring, assessment, compensation, succession planning and labour issues and to confirm that appropriate human resources systems such as hiring policies, competency profiles, training policies and compensation structures are in place so that the Corporation can attract, motivate and retain the quality of personnel required to meet its business objectives.
3. Annually review the individual objectives established by the CEO for each Senior Vice-President of the Corporation and the objectives which were established for the CEO.
4. Annually develop and recommend to the Board for approval the CEO’s compensation, including salary, bonus, long term incentive grants and benefit plan, having previously received from the Board or a committee thereof, an assessment of the degree to which the CEO has achieved the objectives which were established for the CEO.
5. Review with the CEO his evaluation of the performance of the Senior Vice- Presidents of the Corporation, including an assessment by the CEO of the degree to which the Senior Vice-Presidents have achieved the individual objectives which were established for them and his recommendations for their individual compensation, including salaries, bonuses, long term incentive grants and benefit plans.
6. Review with the CEO his recommendations for the overall compensation program for all other officers and employees, including salaries, bonuses, long term incentive grants, benefit plans, and any similar plans and recommend the final proposals to the Board for approval.
7. Review with the CEO his recommendations for the bonus plans of the Corporation including establishing the corporate objectives for bonus plans at the beginning of each year and measuring the degree of realization of same at the end of each year and recommending the total bonus pool or pools to the Board for approval.
8. Review the Corporation’s management succession plan and ensure that qualified personnel are available and continually trained for succession to any key positions in the organization and report to the Board on the status of the Corporation’s succession plans. The Committee should be aware of and recommend to the Board specific succession plans for the CEO and the Senior Vice-Presidents of the Corporation.
9. Review the Compensation and Human Resources Committee disclosure in the Information Circular and/or the Annual Report.
10. The Committee may, in appropriate circumstances, retain outside advisors, subject to advising the Chairman of the Board thereof.
11. The minutes of the Committee meetings are approved by the Committee and submitted to the Board for information purposes.

ACCOUNTABILITY

TIMETABLE

TERMS OF REFERENCE - ACTION PLAN

Year End Corporate Performance Approval, Executive Compensation Direction and HR Policies and Structure recommendations
	J	F	M	A	M	J	J	A	S	O	N	D
Review annual corporate performance metrics and bonus pool recommendations
Recommendation to Board of Directors for non-executive bonus pool
Recommendation for overall salary budget for non-executive
Recommendation on LTI plans and percentages of each plan to use for upcoming annual March grant
Discuss executive directional bonus and executive total compensation philosophy for current performance year
Review HR strategies and policies for upcoming year that are significantly changing
Review Compensation and Human Resources Committee Charter

Annual Corporate Performance Review and allocation of previous year’s performance and compensation for Non-Exec and Exec
	J	F	M	A	M	J	J	A	S	O	N	D
Confirm annual corporate objectives, performance metrics and performance management process
Review and confirm Executive objectives for coming year; Commitment to update these with Board of Directors at BOD meeting in August if appropriate
Review any upgrades to Executive Objectives (mid year realignment if necessary)
Review succession and development plans for Senior Vice-Presidents and CEO with CEO and report status to Board
Review non-executive allocation of total compensation package (Base, Bonus and LTI)
Review Executive Total Compensation (Base, Bonus and LTI) recommendations for approval by Board of Directors
Conduct CEO review (CEO to complete self-assessment and return completed form to Chairman)
Distribute CEO Assessment form to Board
Committee to conduct CEO Review and recommendation to Comp. Committee and Board
Review Compensation and HR Committee disclosure in Information Circular