Director Recruitment Process

Overview

The Governance Committee of the Board of Directors of the Company, is responsible for identifying, screening and recommending candidates to the Board to become members of the Company’s Board of Directors, considering advice and recommendations from others as it deems appropriate and will review and approve management recommended changes to subsidiary Boards prior to the appointment of Board candidates. For purposes of these procedures, the Governance Committee is constituted as the “Nominating Committee”.

In addition the Nominating Committee of the Company’s Board of Directors is responsible for implementing the Board and Company policy on diversity within the scope of its mandate, when recruiting directors to the Board. In considering new Board appointments, diversity is one of the key criteria considered by the Nominations Committee. The Board continually reviews its composition having regard to the present and future needs of the Company and the Board’s structure, including the balance of expertise, and skills, personal attributes and backgrounds brought by individual directors and their length of service, where continuity and experience can add significantly to the strength of the Board. Diversity is important to us as we believe that only through access to the most diverse pool of talent will we recruit and retain the most talented individuals to serve on our Board.

All nominating responsibilities and procedures will be in accordance with local regulatory requirements, and will take into consideration, advice and recommendations from others as it deems appropriate.
Potential candidates for these positions are identified by the Board of Directors and the Nominating Committee through a variety of means, including the use of search firms, recommendations of Board members, recommendations of executive officers and shareholder recommendations.

Director Recruitment

The Chairman of the Board, the Nominating Committee, or other Board members identify the need to add new members to the Board or to the Board of a subsidiary. The Nominating Committee of the Board reviews the Board Capability and Board Dynamics Matrix framework which identifies the appropriate specific criteria required for new and current directors to ensure a fit with both the current and future strategic needs of the business and the characteristics that contribute to a healthy and dynamic board culture.


Director Selection

Phase 1: The Nominating Committee Chair initiates a search working with staff support and seeking input from the members of the Board and senior management and hiring a search firm, if necessary. Board candidates can be found through various sources, including the Registrar at the Institute of Corporate Directors.

Phase 2: The Nominating Committee meets and reviews the resumes of potential candidates and makes a selection of those candidates who have the skills and the experiences that the Board is seeking to fill in.

Phase 3: The Nominating Committee Chair invites the candidates selected in Phase 2 to a telephone interview and after completing these interviews recommends the ones that meet the required criteria for a formal interview with the Chair of the Board, the Chair of the Nominating Committee and one other member of this Committee. A structured interview guide is used for consistency purposes. Candidates may be invited to meet the CEO for an informal discussion regarding the business and relationship between the Board and Management.

Phase 4: The Nominating Committee Chair convenes the Committee for a decision making meeting, reviewing in aggregate the Candidates’ assessments using a weighted decision framework. The Committee then makes a decision and recommends the nomination of the chosen candidate(s) to the Board at the next Board meeting.

Phase 5: Once the candidates confirm they wish to have their names put forward for nomination, the candidates are screened for potential conflicts of interest and adherence to OSFI guideline E17 (i.e., background check).

Phase 6: The Board reviews the recommendations for nomination by the Nominating Committee and formally nominates a candidate(s) for election to the Board, having confirmed the candidate’s willingness to stand for election. The Board Chair, on behalf the Board, invites the candidate(s) to have their name stand for nomination and consent to resign if majority voting threshold for election is not met.