CEO's Role

APPENDIX C

Position Description for the Chief Executive Officer
of Cameco Corporation

1. The board of directors shall appoint the chief executive officer of the corporation for such term or terms as the board deems advisable.
2. The performance of the chief executive officer shall be evaluated annually by the board. The chief executive officer may be removed or replaced at any time by the board.
3. The chief executive officer shall be accountable to and report to the board and to the committees of the board as requested from time to time by the chair of the board and the chairs of the committees of the board.
4. The chief executive officer shall be responsible for the management of the affairs of the corporation. The chief executive officer shall have the following specific responsibilities and these do not, in any way, limit or comprehensively define the chief executive officer’s overall responsibilities for the management of the affairs of the corporation:

   (a)	to create value for the shareholders of the corporation;
   (b)	to guide and inspire the employees of the corporation, providing the executive leadership necessary to ensure the long-term success of the corporation;
   (c)	to articulate the vision of the corporation with a focus on creating value for the shareholders and to recommend to the board the adoption of a strategic plan consistent with that vision;
   (d)	to communicate, and promote positive relationships, with the shareholders of the corporation, customers and other stakeholders including financial institutions, governments, aboriginals, local community groups and non-governmental organizations, and to recommend to the board the adoption of a communication policy and to implement such policy;
   (e)	to identify, develop and leverage senior political and business relationships supporting the attainment of the goals of the corporation;
   (f)	to raise capital and to market the corporation to potential lenders and shareholders;
   (g)	to identify business opportunities in nuclear and in other areas which are consistent with the vision and strategic plan of the corporation;
   (h)	to manage the corporation in accordance with the strategic plan adopted by the board and within the limits of authority delegated to the chief executive officer from the board from time to time;
   (i)	to bring decisions to be made by the board and other matters of importance to the board’s attention in a timely manner, to work closely with the chair of the board in setting board agendas, and to provide timely and relevant information to the board to enable the board to effectively discharge its obligations;
   (j)	to identify and manage the principal business risks of the corporation and design and implement appropriate systems and procedures to mitigate such risks;
   (k)	to develop and maintain an effective organizational structure that reflects operational needs and defines the authority and responsibility of management;
   (l)	to manage the human resources of the corporation, including the succession planning process, to make recommendations to the board for the appointment of the officers of the corporation, to appoint, counsel and monitor the performance of senior management, and to make recommendations to the board on salary levels and bonuses for senior management and stock options for employees;
   (m)	to recommend to the board for approval the annual objectives for the corporation, periodic business, capital and operating plans and budgets, and to monitor corporate performance relative to the foregoing and provide periodic reports to the board on such performance;
   (n)	to implement policies of the board to ensure socially responsible and ethical behaviour of the corporation and its employees and compliance with laws;
   (o)	to implement policies and processes to ensure the integrity of the corporation’s internal control, management information systems and financial reporting;
   (p)	to implement health and safety and environmental policies of the board and systems to comply with these policies, quality management systems and ensure compliance with all relevant laws and regulations;
   (q)	to ensure the efficient acquisition and allocation of the financial, human and other resources required by the corporation to achieve its strategic goals, and to ensure the implementation of effective control, monitoring and performance standards and systems relative to the utilization of all corporate resources;
   (r)	to represent the corporation in industry associations where appropriate to advance the interests of the corporation;
   (s)	to otherwise ensure the development of policies necessary for the corporation to achieve its strategy and objectives and recommend those policies to the board as appropriate.