Human Resources and Compensation Committee

Purpose

The purpose of the Human Resources and Compensation Committee (the "Committee") is to assist the Board of Directors (the “Board”) in fulfilling its obligations relating to human resource and compensation matters.

Composition and Operations

1. The Committee shall be composed entirely of independent Directors within the meaning of National Policy 58-201 Corporate Governance Guidelines.
2. The Committee shall meet at least two times each year and as required to fulfill its responsibilities.
3. The Committee shall be composed and operate in accordance with the Standing Committees of the Board General Terms of Reference.

Duties and Responsibilities

Subject to the powers and duties of the Board, the Committee has the responsibility:

1. With respect to policy, to:

1. Review and recommend to the Board the compensation philosophy, guidelines and general plans / programs for employees, executives and Directors;
2. Review on an annual basis the aggregate base salary increases of the Corporation as recommended by the Chief Executive Officer (“CEO”);
3. Review on an annual basis the aggregate bonus amount of the Corporation as recommended by the CEO and recommend to the Board an overall level of funding;
   
4. Regularly review the form and level of compensation for Directors, Committee Members, Committee Chairs and the Chairperson of the Board. Where appropriate, recommend changes in compensation to the Board; and
   
5. Review and recommend, as appropriate, any share ownership guidelines for Directors and Senior Executives and monitor compliance as required.

2. With respect to the Chief Executive Officer (“CEO”) to:

1. Review and recommend changes, as appropriate, to a position description for the CEO, setting out the CEO’s authority and responsibilities;
2. Recommend on an annual basis to the Board the corporate goals and objectives for which the CEO is responsible and that are relevant to the CEO’s compensation;
3. Assess on an annual basis the performance of the CEO against the predetermined Corporate goals and objectives and recommend to the Board the total compensation for the CEO including the base salary range and allocations under the Corporation’s annual, mid-term and long-term incentive plans based on the CEO’s performance;
4. Assess on an annual basis the leadership set by the CEO and make recommendations for areas of improvement;
5. Review with the CEO any significant outside commitments he or she is considering before the commitment is made. This includes commitments to act as a director or trustee of for-profit and not-for-profit organizations; and
   
6. In the event of an impending vacancy in the position of the CEO, work with the Board Chair and the Governance and Nominating Committee Chair to lead the selection process, and make recommendations to the Board as to proposed candidates.

3. With respect to the Senior Executives, defined as the direct reports to the CEO, to:

1. Review on an annual basis and recommend to the Board the Senior Executives’ total compensation structure, including the base salary range and annual incentive and longer-term incentive compensation ranges;
2. Review the CEO’s assessment of the performance of the Senior Executives against the predetermined Corporate goals objectives and recommend to the Board on an annual basis the total compensation to be paid to the Senior Executives including individual allocations under the Corporation’s annual, mid-term and long-term incentive plans;
3. Review and recommend to the Board the appointment of Corporate officers; and
4. Review and, as appropriate, approve any agreements, including those addressing retirement, termination of employment or other special circumstances, including terms and conditions of employment.

4. With respect to Executive Compensation Plans and Benefit Programs (i.e. base salary programs and annual, mid-term and long-term incentive plans):

1. Review and recommend to the Board any new incentive programs;
2. Review on an annual basis the effectiveness of any existing incentive compensation programs (i.e. design, legal, governance, accounting, etc.). Where appropriate recommend changes to the Board;
3. Review and approve, as appropriate, aggregate annual base salary increases and incentive awards to executives, other than the Senior Executives, under such plans as recommended by the CEO; and
4. Review with the CEO and recommend to the Board the performance target goals (e.g. threshold, target and maximum) for any executive incentive plan established at the start of each plan cycle and determine whether performance objectives have been achieved at the end of each plan cycle.

5. With respect to succession planning and organization change to:

1. Review and recommend to the Board on an annual basis the succession plan for the CEO;
2. Review and report to the Board on an annual basis the CEO’s succession plan for the Corporation’s Senior Executives;
3. Review with the CEO existing management resources and plans, including recruitment and training programs, to ensure that qualified personnel will be available for succession to executive positions in the Corporation and key officer positions in its subsidiaries and report to the Board on an annual basis;
4. Approve or recommend to the Board the appointment of new or reassignment of current Executives as proposed by the CEO; and
5. Endorse or recommend to the Board, major changes in the organizational structure of management as proposed by the CEO.

6. With respect to other matters:

1. Review and recommend to the Board on such other matters related to human resource issues that are specifically delegated to the Committee by the Board.

Independent Advisors

The Committee has the authority to retain and terminate independent legal counsel, consultants or other advisors, with respect to any issue or to assist it in fulfilling its responsibilities.