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Audit Committee The Audit Committee is appointed annually by the Board and reports to the Board. The Committee consists of three members, P. G. Robinson - Chair, Z.D. Simo and E. C. Valiquette, all of whom are independent directors and are considered by the Board to be financially literate as that termis defined by Canadian Securities Regulators. Mr. Robinson and Ms. Valiquette are members of the Canadian Institute of Chartered Accountants. Corporate Governance Committee The Corporate Governance Committee is appointed annually by the Board, and reports to the Board. The Committee consists of four members, J.F. Petch-Chair, J.W. Derrick and M.K. Mullen. Mr. Derrick, Mr. Mullen and Mr. Petch are independent directors, and Ms. Shaw is not an independent director.The Corporate Governance Committee oversees all practices relating to the corporate governance of the Company, and is responsible for ensuring that these practices are reviewed regularly, both to assess their effectiveness and to compare them with evolving practices in the field. The Committee reviews position descriptions for the Board, the Chair of the Board, the Chair of each Committee, and the Chief Executive Officer (CEO), including corporate objectives for which each of them are responsible. The descriptions clarify the responsibilities of the Board, the Chairs and CEO contained in the Board mandate, the Committees' charters, and the Company's by-laws. The Committee is responsible for identifying and recommending to the Board suitable director candidates and provides orientation and education to new members of the Board. The Corporate Governance Committee is responsible for assessing the effectiveness of the Board as a whole, the committees of the Board, and the contribution of individual directors. During 2006, the Committee carried out a formal assessment of such matters. Feedback from that assessment will be used to improve its overall performance during 2007. The Committee is responsible for ensuring that all new members of the Board are provided with a Board Manual, containing detailed information on the Company and its businesses, its charter and history, and expectations and policies relevant to the Board and its members, together with a Code of Conduct and Disclosure and Insider Trading policies. The Manual is updated and reissued regularly. As part of the continuing education for directors, visits to selected plant sites and meetings with senior management are also arranged to allow directors the opportunity to familiarize themselves with the Company's operations and businesses at first hand. The Corporate Governance Committee reviews succession planning annually at the senior level, including recommendations with respect to the appointment of senior management, as and when required. The Compensation Committee reviews succession plans for all of the Company. The full Board approves the appointment of senior management and the Compensation Committee and the Corporate Governance Committee monitor senior management performance. Click here to view the full-text of ShawCor's Corporate Governance Committee Charter. Compensation Committee The Compensation Committee is appointed annually by the Board and reports to the Board. The Committee consists of four independent directors, R.J. Ritchie - Chair, D.C. Vaughn and, H.A. Shaw.
Executive Committee Following an ongoing review of corporate governance practices, the Corporate Governance Committee recommended that the Board establish an Executive Committee. This recommendation was reviewed and approved at an in camera session of the independent directors only and subsequently by the Board on February 19, 2008. The Committee is comprised of five Directors as follows: Chair of the Board, President and three independent directors: M.K. Mullen, R.J. Ritchie and P. G. Robinson; proposed by the Corporate Governance Committee in consultation with the Chair. The Chair of the Board acts as Chair of the Committee. Each member serves until the next annual meeting of the shareholders of the Company or until his or her earlier resignation or removal from the Board. The primary function of the Committee is to assist the Board by acting in the Board’s place and stead on corporate matters that arise between meetings of the Board or as specifically requested by the Board. It is recognized that the Committee may be required to meet and exercise the powers of the Board when the full Board is not in session or cannot reasonably be called in session. The Committee reports at the next meeting of the full Board on all matters dealt with by the Executive Committee since the last meeting of the Board. The Chair of the Committee facilitates the effective operation and management of, and provides leadership to, the Committee including acting as chair of meetings of the Committee, assisting in setting the agenda for each meeting of the Committee, and acting as a resource for other members of the Committee. Click here to view the full-text of ShawCor's Executive Committee Charter |
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