The purpose of the board of directors ("board") is to supervise the management of the business and affairs of the corporation. The board of directors will discharge this responsibility by developing and determining policy by which the business and affairs of the corporation are to be managed and by overseeing the management of the corporation.
The board is elected by the shareholders at the annual meeting of the shareholders of the corporation. The board shall appoint the chair annually from among its non-executive independent members. As fixed by the articles of the corporation, the board shall consist of at least three and not more than fifteen members. A majority of the directors shall be resident Canadians.
A majority of the directors shall be independent pursuant to standards for independence adopted by the board (as provided in Appendix A to this mandate).
The board will schedule at least six regular meetings annually and as many additional meetings as necessary to carry out its duties effectively. The board will hold special meetings at least once a year to specifically discuss strategic planning and strategic issues.
A meeting of the board may be called by the chair, the chief executive officer or any two directors. The corporate secretary shall, upon the direction of any of the foregoing, arrange a meeting of the board. Notice of the time and place of each meeting of the board must be given to each director either by personal delivery, electronic mail, facsimile or other electronic means not less than 48 hours before the time of the meeting or by mail not less than 96 hours before the date of the meeting. Board meetings may be held at any time without notice if all of the directors have waived or are deemed to have waived notice of the meeting.
A majority of the members of the board, or such other number as the directors may by resolution determine, shall constitute a quorum. No business may be transacted by the board except at a meeting of its members at which a quorum of the board is present. Each director is expected to attend all meetings of the board. A director who is unable to attend a board meeting in person may participate by telephone or teleconference.
At board meetings, each director is entitled to one vote and questions are decided by a majority of votes of the directors present. In case of an equality of votes, the chair of the meeting does not have a second or casting vote.
The corporate secretary acts as secretary to the board. In the absence of the corporate secretary, the board may appoint any other person to act as secretary.
The board may invite such officers and employees of the corporation as it may see fit from time to time to attend at meetings of the board and assist thereat in the discussion and consideration of any matter.
- The board of directors has specific responsibilities for the following, which do not, in any way, limit or comprehensively define its overall responsibility for the stewardship of the corporation:
- selection, appointment, evaluation and if necessary the termination of the chief executive officer;
- satisfying itself as to the integrity of the senior executives of the corporation and as to the culture of integrity throughout the corporation;
- succession planning, including appointing, counselling and monitoring the performance of executive officers;
- human resources policies of the corporation in general, including in particular and while taking into account the views and recommendations of the human resources and compensation committee, the approval of the compensation of the chief executive officer and the other executive officers;
- adoption of an annual strategic planning process, approval of annual strategic plans and monitoring corporate performance against those plans;
- approval of periodic capital and operating plans and monitoring corporate performance against those plans;
- oversight of the policies and processes which identify the corporation's principal business risks, and the systems in place to mitigate these risks where prudent to do so;
- policies to require ethical behaviour of the corporation and its employees, and compliance with laws and regulations;
- oversight of the policies and processes for the implementation and integrity of the corporation's internal control and management information systems and its financial reporting;
- assessment of the effectiveness of the board and its committees and overseeing the establishment of an appropriate orientation program for new directors and an education program for all directors;
- definition of the duties and the limits of authority of senior management, including approving a position statement for the chief executive officer;
- policies for disclosure of corporate information to facilitate effective communications with shareholders, other stakeholders and the public;
- health and safety and environmental policies and oversight of systems to enable compliance with these policies and all relevant laws and regulations;
- corporate governance including the relationship of the board of directors to management and taking reasonable steps to ensure the corporation has appropriate structures and procedures in place to permit the board of directors to effectively discharge its duties and responsibilities;
- calling meetings of shareholders and submission to the shareholders of any question or matter requiring approval of the shareholders;
- approval of directors for nomination and election, and recommendation of the auditors to be appointed at shareholders' meetings, and filling a vacancy among the directors or in the office of the auditor;
- issuance of securities of the corporation;
- declaration of dividends and establishment of the dividend policy for the corporation;
- approval of the annual audited financial statements, quarterly financial statements and quarterly reports, management proxy circulars, takeover bid circulars, directors' circulars, prospectuses, annual information forms and other disclosure documents required to be approved by the directors of a corporation under securities laws, regulations or rules of any applicable stock exchange.
- adoption, amendment or repeal of bylaws of the corporation;
- review and approval of material transactions not in the ordinary course of business; and
- other corporate decisions required to be made by the board of directors, or as may be reserved by the board of directors, to be made by itself, from time to time and not otherwise delegated to a committee of the board of directors or to the management of the corporation.
- Subject to the provisions of applicable law and the bylaws of the corporation, the responsibilities of the board of directors may be delegated, from time to time, to committees of the board of directors on such terms as the board of directors may consider appropriate.
- The procedures governing the board shall be those in Parts 6 and 7 of the General Bylaws of the corporation.
- The board shall annually review and assess the adequacy of its mandate.
Definition of Independent Director and Related Definitions
In these guidelines:
- Following are the criteria for determining independence for purposes of membership on the board:
- "independent director" means a director who has no direct or indirect material relationship with the corporation. For this purpose, a material relationship means a relationship which could, in the view of the board, reasonably interfere with the exercise of a director's independent judgment. Despite the foregoing, the following individuals are considered to have a material relationship with the corporation:
- an individual who is, or has been within the last three years, an employee or executive officer of the corporation;
- an individual whose immediate family member is, or has been within the last three years, an executive officer of the corporation;
- an individual who:
- is a partner of a firm that is the corporation's internal or external auditor;
- is an employee of that firm; or
- was within the last three years a partner or employee of that firm and personally worked on the corporation's audit within that time;
- an individual whose immediate family member:
- is a partner of a firm that is the corporation's internal or external auditor;
- is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice; or
- was within the last three years a partner or employee of that firm and personally worked on the corporation's audit within that time;
- an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the corporation's current executive officers serve or served at that same time on the entity's compensation committee;
- an individual who received, or whose immediate family member received, more than U.S. $100,000 (or Cdn. $75,000 in the case of an immediate family member who is employed as an executive officer of Cameco Corporation) in direct compensation from the corporation during any 12 month period within the last three years, other than as remuneration for acting in his or her capacity as a member of the board or any board committee, or as a part-time chair or vice-chair of the board or any board committee, and fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the corporation if the compensation is not contingent in any way on continued service (and, for greater certainty, "direct compensation" does not include compensation received by an immediate family member for service as an employee of the corporation unless that immediate family member is an executive officer of Cameco Corporation);
- an individual who is a current employee, or whose immediate family member is a current executive officer, of an entity that has made payments to, or received payments from, the corporation for property or services in an amount which, in any of the last three fiscal years, exceeds the greater amount of $1 million, or 2% of such other entity's consolidated gross revenues; and
- an individual who serves as an officer, director or trustee of a tax exemptorganization, and the corporation's discretionary charitable contributions to that organization exceed 1.5% of that organization's total annual consolidated gross revenues within any of the last three fiscal years (providing that the corporation's matching of employee charitable contributions will not be included in the amount of the corporation's contributions for this purpose).
- For purposes of section 1(a) all references to "the corporation" are deemed to include a subsidiary entity of the corporation and a parent of the corporation.
- For purposes of this Appendix A, "immediate family member" means a person's spouse, parent, child, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, and anyone (other than a domestic employee of a person or family member) who shares that person's home.
- For purposes of this Appendix A, a person or company is considered to be a subsidiary entity of another person or company if:
- it is controlled by:
- that other; or
- that other and one or more persons or companies each of which is controlled by that other; or
- two or more persons or companies, each of which is controlled by that other; or
- it is a subsidiary entity of a person or company that is the other's subsidiary entity.
- For purposes of this Appendix A, "control" means the direct or indirect power to direct or cause the direction of the management and policies of a person or company, whether through ownership of voting securities or otherwise.
- For purposes of this Appendix A, "person" means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative.
- In determining independence for purposes of the audit committee, in addition to satisfying the board independence criteria, directors who are members of the audit committee will not be considered independent for the purpose of membership on the audit committee if:
- the audit committee member, or the member's spouse, minor child or stepchild, or a child or stepchild who shares the member's home, provides personal services to the corporation or its subsidiary for compensation (other than compensation for acting as a director);
- the audit committee member is a partner, member or principal of a consulting, legal, accounting, investment banking or financial services firm which provides services to the corporation or its subsidiary for fees, regardless of whether the audit committee member personally provided the services for which the fees are paid; or
- the audit committee member is an affiliated entity of the corporation or any of its subsidiaries, where:
- a person or company is considered to be an affiliated entity of another person or company if:
- one of them controls or is controlled by the other or if both persons or companies are controlled by the same person or company, or
- the person is an individual who is:
- both a director and an employee of an affiliated entity; or
- an executive officer, general partner or managing member of an affiliated entity;
- despite subparagraph (c)(i)(B) above, an individual will not be considered to be an affiliated entity of the corporation if the individual:
- owns, directly or indirectly, no more than ten per cent of any class of voting securities of the corporation; and
- is not an executive officer of the corporation.
As approved February 5, 2008.