Appendix B - Terms of Reference for a Director

1. Goals and Objectives

As a member of the Board, each director will:

1.1 manage or supervise the management of the business and affairs of the Company;

1.2 act honestly and in good faith and in the best interests of the Company;

1.3 exercise the care, diligence and skill of a reasonably prudent person;

1.4 fulfill the legal requirements and obligations of a director; and

1.5 represent the interests of all shareholders in the governance of the Company and ensure that the best interests of the Company are paramount.

2. Duties and Responsibilities

2.1 Board Activity

Each director will:

• exercise good judgment and act with integrity;
• use his or her abilities, experience and influence fully and constructively;
• demonstrate high ethical standards;
• be an available resource to management and the Board;
• devote time to be of effective service to the Board;
• respect confidentiality;
• advise the Chair in advance when planning to introduce significant or previously unknown information or material at a Board meeting;
• understand the difference between governing and managing, and not encroach on management's area of responsibility;
• be aware of potential conflict areas – real or perceived – and disclose and abstain from voting when required;
• when appropriate, communicate with the Chair or CEO between meetings;
• demonstrate a willingness and availability for one on one consultation with the Chair or CEO;
• evaluate the Company's performance;
• assist in maximization of shareholder value;
• advise the Chair of the Board or Chair of the Corporate Governance Committee at the earliest possible date if he or she will not be able or willing to serve as a director;
• be collegial and respectful towards other directors; and
• not engage in or undertake lobbying activities as defined under applicable legislation on behalf of the Company without the prior express approval of the Chair of the Board and on written notice to the Corporate Secretary.

2.2 Preparation and Attendance

Each director will:

• prepare for Board and committee meetings for those committees of which he or she is a member by reading reports and background materials prepared for each meeting and acquiring adequate information necessary for decision making; and
• maintain an excellent Board and committee meeting attendance record. Directors are further expected to make reasonable efforts to attend face-to-face meetings in person.

2.3 Communication

Each director will:

• participate fully and frankly in the deliberations and discussions of the Board; and
• encourage free and open discussion of the affairs of the Company by the directors.

2.4 Independence

Each director will:

• speak and act independently of management; and
• be permitted to engage an outside advisor, at the expense of the Company, to provide advice with respect to a corporate decision or action.

2.5 Committee Work

Each director will:

• is expected to participate on committees when asked and become knowledgeable about the purpose and objectives of the committee; and
• is expected to understand how committees function, and the role of management and staff supporting the committees.

2.6 Business, Company and Industry Knowledge

Each director will:

• become and remain knowledgeable of the Company's products, services, and industry;
• develop and maintain a thorough understanding of the unique role of the Company within the community;
• develop and maintain an understanding of the regulatory, legislative, business, social and political environments within which the Company operates;
• participate in and receive on-going training and education when asked;
• become acquainted with the members of the Executive Leadership Team and other key management of the Company;
• remain knowledgeable about the Company's facilities and visit them when appropriate; and
• be an effective ambassador and representative of the Company.

Download Appendix B of the Board Policy Manual (79 KB)

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