| 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:
- 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
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.
- 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;
- Maintain a roster of candidate
Directors;
- 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;
- 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 Churchill Board; 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;
- 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;
- 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
- 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;
- Monitor the Director Code of Ethics
and, where appropriate, recommend
revisions to the Board;
- 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”);
- 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 compliance with
the Corporation’s Policy Regarding
Disclosure and Confidentiality (the “Disclosure
Policy”); and
- 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. |
