Board of Director's Mandate

1. Board of Directors
The core responsibilities of the Board include stewardship and oversight in the following areas:

Board Composition

The composition of the Board should balance the following goals:

(a) The size of the Board should facilitate substantive discussions of the whole Board in which each Director can participate meaningfully;
(b) The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Corporation’s business;
(c) Membership on the Board shall include an appropriate number of Directors whom the Board has determined have no material relationship with the Corporation or its principal shareholders and who are otherwise considered independent as contemplated by National Policy 58-201 Corporate Governance Guidelines;
(d) In the event that a Director is determined not to be independent, the basis of such determination shall be disclosed; and
(e) The chairman of the Board (the “Chairman”) shall be an independent Director within the meaning of National Policy 58-201 Corporate Governance Guidelines.

2. Meetings

Frequency of Meetings

The Board holds regularly scheduled meetings on a quarterly basis as well as additional meetings to consider particular issues or strategic planning. Special meetings may be called from time to time as determined by the needs of the Corporation’s business.

The record of the Directors in attendance shall be noted for each meeting of the Board and attendance records for each Director shall be compiled annually. Directors will strive for 100% attendance and are expected to attend at least 75% of all Board meetings.

Selection of Agenda Items for Board Meetings

The Chairman, in consultation with the CEO and the Corporate Secretary, establishes the agendas for Board meetings. Any Board member, however, may recommend the inclusion of specific agenda items. The agenda is distributed in advance of a meeting to each Director.

Board Materials Distributed in Advance

Information, data and presentation materials that are important to the Board’s understanding of the business are distributed in writing to the Board before each meeting. Management should provide materials that are as concise as possible while giving Directors sufficient information, and time for review (subject to availability of time sensitive materials), to make informed decisions. Under certain circumstances, written materials may be unavailable to Directors in advance of a meeting, and certain items to be discussed at Board meetings may be of a sensitive nature such that the distribution of materials on these matters prior to the Board meeting would not be appropriate.

Management at Meetings

The Board invites members of management, in addition to the CEO and the Chief Financial Officer (“CFO”), to attend Board meetings from time to time to make presentations and provide additional insight into the various operations of the Corporation.

In-Camera Meetings

To encourage free and open discussion and communication among the non-management Directors of the Board, the independent Directors may meet during, or at the end of each Board meeting, without members of management present.

3. Board Mandate

The core responsibilities of the Board include stewardship and oversight in the following areas:

Strategic Planning

The Board ensures that the Corporation adopts a strategic planning process to guide its activities and address the opportunities and risks of the business. The Board shall meet at least annually to review the plan. In addition, at each regular meeting, the Board reviews the Corporation’s overall business strategies, its business plan, as well as major strategic initiatives, to allow the Board to evaluate whether the Corporation’s proposed actions are generally in accordance with its objectives.

Identification of Principal Risks

The Board, directly and through the Audit Committee, reviews the principal risks of the Corporation’s business and the appropriateness of the systems put in place to manage these risks.

Selection and Remuneration of the CEO and the Senior Management Team

The Board is responsible for selecting the CEO and for approving the selection of the members of the senior management team. Communication with the management team is through the CEO and the Board is responsible for judging the effectiveness of this officer and replacing him if such action is deemed to be in the best interests of the Corporation. The Board is also responsible for providing an effective system of remuneration. These functions are performed with the benefit of advice from the Human Resources and Compensation Committee.

Succession Planning

On a regular basis, the Board reviews a succession plan, developed by management, addressing the policies and principles for selecting a successor to the CEO and other key senior management positions, both in an emergency situation and in the ordinary course of business. The succession plan should include an assessment of the experience, performance, skills, training and planned career paths for possible successors to the CEO currently in the Corporation’s senior management.

Financial Reporting and Internal Controls

The Board, acting through the Audit Committee, oversees the financial reporting and regulatory filing and disclosures of the Corporation. This includes monitoring the implementation of appropriate internal control systems to ensure the accuracy and timeliness of the information.

Communication Policy

The Policy Regarding Disclosure and Confidentiality established by the Board summarizes practices regarding disclosure of material information to investors, analysts and the media. The Board, in consultation with the Governance and Nominating Committee, monitors and advises on compliance with this Policy.

Evaluating Board Performance

The Board, acting through the Governance and Nominating Committee, conducts an evaluation, at least annually, to assess the effectiveness of the Board, its Committees, the Chairman, and individual Directors. In addition, the Governance and Nominating Committee periodically considers the mix of skills and experience that Directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.

Issuer’s Approach to Corporate Governance

The Corporation is committed to effective practices in corporate governance. The Corporation consistently assesses and adopts corporate governance measures. The Governance and Nominating Committee shall be responsible for disclosing the Corporation’s approach to corporate governance in public disclosure documents.

Whistleblowing Policy

The Board has established a Policy Regarding Whistleblowing, which establishes the complaint procedure for concerns about any aspect of the Corporation’s activities and operations.

Shareholder Feedback

The Board monitors management in its ongoing development of appropriate investor relations programs and procedures to receive and respond to shareholder feedback.

4. Position Descriptions

The Board has developed a description of the role and responsibilities of the Chairman of the Board, the CEO and brief position descriptions for the chair of each Board Committee.

5. Orientation and Continuing Education

The Governance and Nominating Committee is responsible for the continuing education of Directors as outlined in the Committee’s terms of reference and described in the Board of Directors Orientation and Continuing Education program. The program plans for the ongoing development of existing Board members, education on the role of the Board and information of the nature of the industry in which the Corporation operates.

6. Code of Business Conduct and Ethics

The Corporation has adopted a Director Code of Ethics. Certain portions of this Code deal with the business conduct of Directors, particularly with respect to transactions in the securities of the Corporation, potential conflicts of interest, the taking of corporate opportunities for personal benefit, and competing with the Corporation. Directors should be familiar with the Code’s provisions in these areas and should consult with the Corporation’s counsel in the event of any issues or concerns.

7. Board Committees

Committees

The standing committees of the Board are the Audit Committee, the Human Resources and Compensation Committee, the Governance and Nominating Committee and the Disclosure Committee. Each of these four committees has written terms of reference (acting as a form of committee charter) satisfying at a minimum, applicable legislative and TSX rules.
All Directors, whether members of specific committees or not, may request attendance at any committee meeting and may make suggestions to committee chairs for additions to the agenda of his or her committee or to request that an item from a committee agenda be considered by the Board. Each committee chair will give periodic reports of his or her committee’s activities to the Board.

Assignment of Committee Members

The Governance and Nominating Committee is responsible, after consultation with the Chairman of the Board, for recommending the assignment of Board members to various committees and the selection of the committee chairs.

8. Nomination of Directors

The Governance and Nominating Committee is responsible for recommending to the Board, from time to time, a list of potential Directors meeting the Corporation’s general criteria for Board membership, as well as suitable nominees to fill specific vacancies occurring between annual meetings of shareholders. The processes used by the Committee as well as the bases for its recommendations are outlined in the Terms of Reference for the Governance and Nominating Committee. The Board is responsible for selecting nominees for election to membership on the Board for presentation at annual meetings of shareholders.

9. Board Compensation

The Board, acting through the Human Resources and Compensation Committee, conducts a review on a regular basis of the components and amount of Board compensation in relation to other similar companies.

10. Assessments

The Board, acting through the Governance and Nominating Committee, shall consider conducting a regular assessment of the Board, its committees and each individual Director in respect of effectiveness and contribution.

11. Expectations of Directors

Commitment and Attendance

All Directors should make every effort to attend all meetings of the Board and meetings of committees of which they are members. Although attendance in person is encouraged, members may attend by telephone to mitigate schedule conflicts.

Participation in Meetings

Each Director should be sufficiently familiar with the business of the Corporation, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves.

Financial Knowledge

One of the most important roles of the Board is to monitor financial performance. A Director must know how to read financial statements, and should understand the use of financial ratios and other indices for evaluating financial performance.

Other Directorships

The Corporation values the experience Directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a Director’s time and availability, and may also present conflicts or legal issues. Directors should advise the Chair of the Governance and Nominating Committee before accepting any new membership on other boards of directors or any other significant commitment involving an affiliation with other related businesses or governmental units.

Contact with Management

All Directors are invited to contact the CEO at any time to discuss any aspect of the Corporation’s business. While respecting organizational relationships and lines of communication, Directors have complete access to other members of management. There will be frequent opportunities for Directors to meet with the CEO, CFO and other members of management in Board and committee meetings and in other formal or informal settings.

Confidentiality

The proceedings and deliberations of the Board and its committees are confidential. Each Director shall maintain the confidentiality of information received in connection with his or her services.

12. Chairman of the Board

General Functions

The Chairman shall provide leadership to the Board with respect to its functions as described in these Guidelines and as otherwise may be appropriate. The Chairman shall act as chair of meetings of the Board and, for such purpose, shall determine the agenda for each meeting of the Board in consultation with the CEO and the Corporate Secretary.

The Chairman shall oversee the preparation for and management of, and he or she shall preside over, meetings of the shareholders of the Corporation.

Additional Responsibilities

The duties and responsibilities for the position of Chairman shall also include the following:

(a) Acting as an advisor to the CEO and as a communication link between the Board and management through the CEO;
(b) Establishing procedures to govern the Board’s work including the location and time of meetings of the Board and the procedures to be followed with respect to meetings of the Board, including determining who may be present at such meetings in addition to the Directors and Corporate Secretary;
(c) Ensuring the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making requirements;
The Churchill Corporation Corporate Governance Guidelines
And Board Mandate
(d) Working with the chairs of the Board committees to coordinate the schedule of meetings for such committees;
(e) Ensuring that delegated committee functions are carried out and reported to the Board;
(f) Attending, as required, all meetings of Board committees;
(g) Meeting periodically with the CEO and the Corporate Secretary to review governance issues including the level of communication between management and the Board; and
(h) Carrying out such other duties as may be reasonably requested by the Board as a whole, depending on its evolving needs and circumstances.

Appointment

The Chairman shall be appointed by the Board after consideration of the recommendation of the Governance and Nominating Committee. He or she shall hold office until the first meeting of the Directors following the Annual Meeting of shareholders.

Independence

The Chairman shall be independent as defined according to applicable laws and regulations.

Resources

The Chairman shall have sufficient resources to discharge the responsibilities of the Chair. The Chairman shall be empowered to engage outside advisers, as may be appropriate from time to time, to provide advice with respect to his, or the Board’s, duties and responsibilities and to approve the fees and retention terms for such outside advisors.