There are four committees of the Board of Directors (hereinafter referred to as the "Board"): the Audit Committee, the Corporate Governance Committee, the Compensation Committee and the Executive Committee. The composition and role of each committee is set out below.

The Board defines a director to be "independent" if he or she does not have a direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgement. Independent directors will include persons who are not employed by the Company, do not receive any compensation from the Company, directly or indirectly, other than directors' remuneration, and otherwise as defined under securities law.

Audit Committee

The Audit Committee is appointed annually by and reports to the Board. The Committee currently consists of four members, P. G. Robinson - Chair, Z.D. Simo, E.C. Valiquette and D.H. Freeman , all of whom are independent directors and are considered by the Board to be financially literate as that term is defined by Canadian Securities Regulators. Mr. Robinson, Ms. Valiquette and Mr. Freeman are members of the Canadian Institute of Chartered Accountants. Mr. Simo holds a Master of Business Administration degree, was formerly the CEO of three companies, two of which were public companies, and has been a member of numerous audit committees.

The integrity of the Company's internal control and management information systems are primarily the responsibility of management with oversight review by the Audit Committee, which meets regularly with both the Company's financial and accounting personnel and the Company's internal and external auditors to review these matters. The Audit Committee reports to the full Board with respect to any issues that arise out of such discussions.

Reviews are carried out of the work plans of both the external and the internal auditors, and the Committee meets regularly with the external and internal auditors without management present.

The Audit Committee reviews the quarterly financial statements and quarterly reports to shareholders and the annual consolidated financial statements and related Management's Discussion and Analysis and the Annual Information Form and recommends their approval to the Board. This includes discussions with the external auditor with respect to its quarterly reviews and annual audit of the financial statements.  The Company's Senior Manager of Internal Audit also reports the findings of the internal audit team to the Committee at its quarterly meetings. The Committee also makes recommendations to the Board in respect of the external auditor to be proposed for appointment by the shareholders.

Click here to view the full-text of ShawCor's Audit Committee Charter.

Corporate Governance Committee

Compensation Committee

The Compensation Committee is appointed annually by and reports to the Board. The Committee currently consists of three members, R.J. Ritchie - Chair, H.A. Shaw and D.S. Blackwood, all of whom are independent and all of whom have experience in executive compensation, based on their experience as current or former senior executive officers.

The Committee approves the compensation of senior executives, including the named executive officers set out in the Summary Compensation Table in the Company's annual management proxy circular, following an assessment of performance by the Chair (in the case of the CEO) and the CEO (in the case of other senior executives). As part of its mandate, the Compensation Committee reviews and recommends to the Board all stock option and other senior management incentive plans and all grants of stock options and other senior management incentive awards and oversees the administration and investment performance of, and the appointment of external advisors for, the Company's various retirement plans.

The Committee also reviews and recommends to the Board any changes to the Company's compensation policies.

Click here to view the full-text of ShawCor's Compensation Committee Charter.

Executive Committee

The Executive Committee is appointed annually by and reports to the Board. The Committee currently consists of five members: the Chair of the Board, the President and three independent directors proposed by the Corporate Governance Committee in consultation with the Chair.  The five members of the Executive Committee are: V.L. Shaw - Chair, W.P. Buckley, J.F. Petch, R.J. Ritchie and P. G. Robinson.  A majority of the members of the Executive Committee are independent directors.

The primary role 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, subject to the limitations set out in the Canada Business Corporations Act, 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