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Governance and Nominating Committee
TERMS OF REFERENCE

The Board of Directors (the “Board”) of The Churchill Corporation (the “Corporation”) is committed to the maintenance of corporate governance practices. This commitment includes the establishment of an appropriate structure and the maintenance of processes so that management, the Board and the Corporation’s shareholders communicate and work effectively together, within the regulatory framework, for the enhancement of shareholder value.

Purpose

The Governance and Nominating (the “Committee”) shall have a broad responsibility for examining corporate governance practices, including Board practices and performance, and for making recommendations with respect to such matters to the Board. These responsibilities include:
  1. Nominating - Assessing the requirements for membership on the Board; maintaining a roster of candidate Directors; managing the process for nominating candidates for Board and committee membership.
  2. Effectiveness- Assessing and making recommendations regarding Board effectiveness and leading the processes for orientation, evaluation and continuing education of Directors, Committee Chairmen and the Chairman of the Board.
  3. Regulatory- Ensuring processes and procedures are in place to achieve timely and appropriate compliance with all public company regulatory requirements; assessing the recommendations of the TSX and other regulatory bodies to consider and adopt those recommendations which are appropriate for, and will be of benefit to, the stakeholders of the Corporation.
  4. Governance- Reviewing and monitoring governance practices of the Board and management with a view to enhancing the Corporation’s performance.

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 be composed and operate in accordance with the Standing Committees of the Board General Terms of Reference.
  3. The Committee shall meet at least twice each year.

Duties and Responsibilities

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

1. With respect to Board Nomination, to:

  1. Assess the requirements for membership on the Board;
  2. Maintain a roster of candidate Directors;
  3. Manage the processes involved in assessing the capabilities that will be required by the Board, the capabilities of the existing Directors and the identification of gaps to be filled;
  4. Develop recommendations regarding the essential and desired experience and skills for potential Directors, taking into consideration the Board's short-term needs and long-term succession plans;
  5. In consultation with the Chairman of the Board, recommend nominees to the Board for election as Directors of the Churchill Board; and
  6. In consultation with the Chairman of the Board, recommend committee members and committee chair appointments to the Board for approval.

2. With respect to Board Effectiveness, to:

  1. Develop and periodically update a long-term plan for Board composition and size that takes into consideration the current strengths, skills and experience on the Board, retirement dates and the strategic direction of the Corporation;
  2. Monitor the Board of Directors Orientation and Continuing Education Program, regularly review the effectiveness of the program and, where appropriate, recommend changes to the Board;
  3. Assess the needs of the Board in terms of the frequency and location of Board and committee meetings, meeting agendas, discussion papers, reports and information, and the conduct of meetings;
  4. Recommend to the Board, and periodically implement, an appropriate evaluation process for the Board as a whole, Board Committees, individual Directors and the Chairman in accordance with the Board of Directors Evaluation Process; and
  5. Review the need for, and the performance and suitability of, the committees of the Board.

3. With respect to Board Governance, to:

  1. Provide a forum for all Directors to express their views and concerns regarding the operation of the Corporation, independent of management and the full Board;
  2. Review the Corporation’s structures and procedures to ensure the Board is able to, and in fact does, function independently of management;
  3. Ensure there is a system that enables a committee or Director to engage separate independent counsel in appropriate circumstances, at the Corporation's expense, and be responsible for the ongoing administration of such a system;
  4. Monitor the Director Code of Ethics and, where appropriate, recommend revisions to the Board;
  5. Review regularly, for Board approval, a Directors Manual outlining the policies and procedures by which the Board will operate and the mandate and terms of reference for the Board, the Chairman of the Board, Committees of the Board and the President and Chief Executive Officer (the “CEO”);
  6. Recommend to the Board any reports on corporate governance that may be required or considered advisable; and
  7. At the request of the Chairman of the Board or the Board, undertake such other corporate governance initiatives, as may be necessary or desirable to contribute to the success of the Corporation.

4. With respect to Regulatory Requirements, to:

  1. Consider developments in the area of corporate governance and any other matters which would assist the Board in meeting its corporate governance responsibilities and consider adherence to any corporate governance guidelines established by relevant regulatory bodies where appropriate;
  2. Review and monitor compliance with the Corporation’s Policy Regarding Disclosure and Confidentiality (the “Disclosure Policy”); and
  3. Review and recommend to the Board the Annual Corporate Governance Report of the Board.

Authority

The Committee may engage and compensate any outside advisor that it determines necessary to permit it to carry out its duties.

Last updated Nov 28, 2008 | Site Map | The Churchill Corporation. All rights reserved.