Appendix A - Terms of Reference for the Board

1. Introduction

The Board is responsible for the stewardship of the Company and overseeing the management of the Company's business and affairs. The Board may discharge its responsibilities by delegating certain duties to committees of the Board and to management. The specific duties delegated to each committee of the Board are outlined in the terms of reference for those committees.

2. No Delegation

2.1 The Board may not delegate the following matters to any committee:

any submission to the shareholders of a question or matter requiring the approval of the shareholders;
the filling of a vacancy on the Board or any Board committee;
the allotment and issuance of securities;
the declaration and payment of dividends;
the purchase, redemption or any other form of acquisition of shares issued by the Company;
the payment of a commission to any person in consideration of the purchase or agreement to purchase shares of the Company from the Company or from any other person, or procuring or agreeing to procure purchasers for any such shares;
the approval of management proxy circulars;
the approval of any take-over bid circular or directors' circular;
the approval of the financial statements and management1. Introductions discussion and analysis of the Company;
the appointment or removal of the CEO;
the power of the directors set forth in the Company1. Introductions charter documents with respect to ownership and voting restrictions;
the establishment of any Board committee and its mandate;
the adoption, amendment or repeal of the charter documents of the Company; and
any other matter which is required under applicable corporate or securities laws to be decided by the Board as a whole.

3. Board of Directors

3.1 Composition

The number of directors to be elected at a meeting of the shareholders will be a minimum of 10 and a maximum of 16 directors, including the Chair, a majority of whom are Independent Directors.
Subject to election by the shareholders and the requirements of the applicable laws, the Company's charter documents and the rules of any stock exchanges on which the shares of the Company are listed, the CEO will be a member of the Board. Upon ceasing to be CEO, he or she will be expected to volunteer to resign from the Board and, in any event, will not be eligible for re-election to the Board upon ceasing to be CEO.
The CEO will be the only management director on the Board, provided, however, that the directors may fill a casual vacancy on the Board with another member of management, to hold such position until the next annual general meeting of the Company.
The Chair of the Board must be an Independent Director.

3.2 Meetings

The Board will meet at least once each quarter and, including such quarterly meetings, a minimum of six times a year. Some of the Board's meetings should be held in locations other than Vancouver.
The Chair and CEO, with the assistance of the Corporate Secretary, will be responsible for the agenda for each Board meeting.
The Board encourages management to attend Board meetings, where appropriate, to provide additional insight to matters being considered by the Board.
The Board should have an in-camera session without management present, including any management directors, as a regular feature of each regularly scheduled Board meeting.
Once a year at a regularly scheduled Board meeting, the Board should hold an in-camera session without non-Independent directors in attendance.
The quorum necessary for the transaction of business of the directors will be a majority of the directors.
To the extent possible, Board materials will be made available in electronic format.

3.3 Election or Appointment of Directors

The Board, following recommendation by the Corporate Governance Committee, will:

approve the management slate of nominees proposed for election at annual general meetings of the Company;
approve candidates to fill any casual vacancy occurring on the Board; and
fix the number of directors as permitted by the Company's charter documents.

3.4 Compensation and Share Ownership Requirement

Appendix I - Director Compensation and Share Ownership Criteria lists the current levels of directors' compensation and the shareholdings required of directors of the Company.

3.5 Committees of the Board

The Board will have the following committees and, after considering the recommendation of the Corporate Governance Committee, approve and/or modify their terms of reference:

Audit Committee – Appendix E
Corporate Governance Committee – Appendix F
Human Resources and Compensation Committee – Appendix G
Pension Committee – Appendix H

The Board may establish a new standing or ad hoc committee, after considering the recommendation of the Corporate Governance Committee. Not less than a majority of the members of any new standing or ad hoc committee will be Independent Directors.

Each committee will report to the Board on its meetings and each member of the Board will have access to minutes of committee meetings, regardless of whether the director is a member of such committee. See Appendix D – Terms of Reference for Committees of the Board of Directors.

4. Selection of Management

4.1. In accordance with the Company's charter documents, the Board will appoint and replace the CEO of the Company and, after considering the recommendation of the Human Resources and Compensation Committee, approve the CEO's compensation.

4.2. Upon considering the advice of the CEO and the recommendation of the Human Resources and Compensation Committee, the Board will approve the appointment of all members of the Executive Leadership Team.

4.3. The Board is responsible for satisfying itself as to the integrity of the CEO and other senior management of the Company.

4.4. The Board is responsible for overseeing succession planning.

5. Strategy Determination

The Board will:

5.1. annually consider and approve the Company's objectives and goals, its strategic plan to achieve those objectives and goals and approve any material changes thereto;

5.2. monitor and assess the resources required to implement the Company's strategic plan;

5.3. monitor and assess developments which may affect the Company's strategic plan;

5.4. evaluate and, as required, enhance the effectiveness of the strategic planning process; and

5.5. monitor and, as required, enhance the execution of the strategic plan by management and monitor corporate performance against the Company's objectives and goals.

6. Material Transactions

6.1 Subject to delegation by the Board to management and to committees of the Board, the Board will review and approve all material transactions and investments.

7. Public Reporting

The Board is responsible for:

7.1 ensuring that the financial performance of the Company is adequately reported to shareholders, other security holders and regulators on a timely and regular basis;

7.2 ensuring that the financial results are reported fairly and in accordance with generally accepted accounting standards and related legal disclosure requirements;

7.3 ensuring that appropriate policies and procedures are in place to ensure the timely disclosure of any other developments that have a significant and material impact on the Company;

7.4 reporting annually to shareholders on its stewardship for the preceding year; and

7.5 providing for measures that accommodate feedback from shareholders.

8. Monitoring Risks and Internal Controls

The Board is responsible for:

8.1 identifying the principal risks of the Company's business and ensuring the implementation of appropriate systems to manage these risks; and

8.2 ensuring the integrity of the Company's internal control and management information systems.

9. Procedures and Policies

The Board will monitor compliance with all significant policies and procedures by which the Company is operated.

10. Legal Requirements

10.1 The Board will monitor and ensure compliance with all applicable laws and regulations.

10.2 The Board will strive to ensure that all corporate documents and records have been properly prepared, approved and maintained.

11. Evaluation

The Board will evaluate annually the effectiveness of the Board as a whole, individual directors, committees and the Chair. See Appendix L - Board and Director Evaluation Process.

Download Appendix A of the Board Policy Manual (36 KB, PDF)

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