| 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 Committee (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:
- 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.
- 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.
- 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 Toronto Stock Exchange 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.
- Governance – Reviewing and monitoring governance practices of the Board and Management with a view to enhancing the Corporation’s performance.
Composition and
Operations
- The Committee shall be composed entirely of independent Directors within the meaning of National Policy 58-201 - Corporate Governance Guidelines.
- The Committee shall be composed and operate in accordance with the Standing Committees of the Board General Terms of Reference.
- 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:
- Assess
the requirements
for membership
on the
Board;
- Create a formal and transparent procedure for the appointment of new Directors to the Board;
- Maintain a roster of candidate
Directors;
- Manage the processes involved in assessing the capabilities that will be required by the Board, by maintaining a skill "matrix" of the capabilities of the existing Directors and identifying the gaps to be filled;
- 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;
- In consultation with the Chairman of the Board, recommend nominees to the Board for election as Directors of the Corporation; and
- 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:
- 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;
- 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;
- Encourage all Directors to continuously update their skills as well as their knowledge of the Corporation and its businesses;
- 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;
- Conduct annual review and evaluation of the Board as a whole and individual Directors in accordance with the procedures established by the Board of Directors Evaluation Process;
- Review and evaluate on an annual basis the performance of each committee of the Board and its Chairman against the terms of reference and the standards established in the role of the chair, respectively; and
- Review the need for, and the performance
and suitability of, the committees
of the Board.
3. With respect to
Board Governance, to:
- 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;
- Review the Corporation’s
structures and procedures to ensure
the Board is able to, and in fact
does, function independently of management;
- 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;
- Review on an annual basis the Director Code of Ethics (the "Code") and, where appropriate, recommend revisions to the Board;
- Review and where appropriate, recommend any changes to, the Whistleblower Policy, the Code of Business Conduct and Ethics Policy, the Disclosure Committee Mandate and the Insider Trading Policy, to the Board;
- Monitor compliance with the Code and regularly report to the Board, including the status of complaints received and investigations launched;
- Review on an annual basis and recommend for the Board's approval, a Directors Manual outlining the policies and procedures by which the Board operates and the mandate and terms of reference for the Board, the Chairman of the Board, each of the committees of the Board and the President and Chief Executive Officer of the Corporation;
- As required the Committee will provide guidance to Management in its review of strategic alternatives;
- Recommend to the Board any reports on corporate governance that may be required or considered advisable; and
- 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:
- 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;
- Review and monitor the Policy Regarding Disclosure and Confidentiality of the Corporation and make recommendations to the Board with respect thereto; and
- Review and recommend for the Board's approval the annual corporate governance disclosure of the Corporation in the Corporation's public disclosure documents prior to their publication.
Authority
The Committee may engage and compensate any outside advisor, at the Corporation's expense that it determines necessary to permit it to carry out its duties.
|
|
| March 16, 2006 |
Initial Adoption |
| February 20, 2008 |
Revised and affirmed |
| December 9, 2009 |
Revised and affirmed |
|