Neil McMillan is the president and CEO of Claude Resources Inc., a Saskatchewan-based gold mining and oil and gas producing company. Neil holds a bachelor of arts degree from the University of Saskatchewan, and is a former member of the Saskatchewan legislature. He has served on Cameco's board since 2002.
Position Description for the Chair of the Board of Cameco Corporation
A. Appointment and Term:
- The board of directors (the “board”) shall appoint from among its members the chair of the board (the “chair”) for such term or terms as the board deems advisable. The chair shall not be an employee of the corporation and shall not be related to the corporation.
- The performance of the chair shall be evaluated annually by the board. The chair may be removed or replaced at any time by the board if the chair’s performance does not meet the expectations of the board.
B. General Statement of Responsibilities:
- The chair shall be responsible for:
(a) Ensuring the board has a strategic focus and represents the best interests of the corporation:
- ensuring the board focuses on the corporation’s strategic performance, by working with the chief executive officer (“CEO”) and the board in managing board meeting agendas and developing the board’s priorities; and
- ensuring that the board represents and protects the long-term best interests of the corporation;
(b) Helping to set the tone and culture of the corporation:
- ensuring the distinct roles and responsibilities of the board and management are well understood and respected by both the board and management;
- setting the tone for the board so as to foster ethical and responsible decision-making, appropriate oversight of management and best practices in corporate governance;
(c) Managing relationships:
- acting as a liaison between the board and the CEO, and providing advice, counsel and mentorship to the CEO;
- serving as a key interface among directors;
- representing the corporation, at the request of the CEO, to shareholders and external stakeholders, including local community groups, aboriginals, government, and non-governmental organizations; and
- engaging with shareholders as the board may deem appropriate.
(d) Ensuring the board is operating effectively:
- ensuring the adoption of, and compliance with, procedures so that the board will effectively carry out its responsibilities in compliance with the board mandate, and conduct its work efficiently and independently from management.
C. Specific Responsibilities:
Without limiting the generality of the responsibility of the chair as described in Part B above, the chair shall have the following responsibilities, with the support and assistance of the CEO and other senior management of the corporation, as appropriate:
- Board Administration
(a) scheduling the number, timing and location of regular board meetings each calendar year; (b) scheduling regular sessions of the non-executive directors without the presence of management; (c) in consultation with the CEO and the corporate secretary, setting the agenda for each board meeting; (d) ensuring the board has the opportunity to meet in separate closed sessions with internal personnel or outside advisors, as needed or appropriate; (e) ensuring the board is provided with all reasonably required and available information relating to each matter to be considered by the board at the subject meeting, and that such information is provided within a reasonable time in advance of the subject meeting; and (f) ensuring that such other resources as the chair may consider appropriate are made available to the board to adequately support its work.
- Conduct of Board Meetings
(a) presiding as chair at all meetings of the board; (b) ensuring that all matters on the meeting’s agenda are allocated sufficient time to be appropriately discussed and brought to resolution, as required; (c) ensuring that all directors are afforded the opportunity to contribute their positions, views, advice and questions; (d) proposing the termination of discussion by the board when in the chair’s opinion, using reasonable judgment and patience, the matter has been thoroughly canvassed and that no new views or information are being presented; (e) working constructively toward achieving a consensus among directors on any matter brought before the board for its decision, view or advice; and (f) ensuring that board discussions and decisions are properly summarized and recorded.
- Board Culture
(a) providing leadership to the board to promote, foster and support:
- a spirit of respect, trust and collegiality among directors, and between the board and management, where penetrating questions and thorough discussions are encouraged;
- high performance and commitment by all directors; and
- integrity and honesty in the actions of the board and management;
(b) providing advice, counsel and mentorship to individual directors to assist them to improve performance, and if and when necessary, discussing matters relating to poor attendance or unsatisfactory performance or conduct; and (c) supporting the continuing education of directors.
- Board Committee Matters
(a) ensuring that the functions of the board delegated to committees of the board are carried out by the committees; (b) serving as an ex-officio member of all committees of the board for the purpose of gaining a more in-depth understanding of the matters under the purview of the committees so as to facilitate (i) the presentation, discussion and resolution of such matters at board meetings, and (ii) the creation of board meeting agendas; (c) assisting and supporting the chair of the nominating, corporate governance and risk committee in making recommendations to the board in respect of the composition of, and the designation of the chair of, all committees of the board; (d) assisting and supporting the chair of the nominating, corporate governance and risk committee in the administration of the evaluation of the performance and effectiveness of the board, all individual directors and committee chairs; and (e) assisting and supporting the human resources and compensation committee, and the board, in monitoring and evaluating the performance of the CEO.
- Board Recruitment
(a) together with the chair of the nominating, corporate governance and risk committee and in consultation with the CEO, participate in the director recruitment process; and (b) supporting the orientation of new directors.
(a) presiding as chair of all annual and special shareholders’ meetings; (b) ensuring that all business set out in the agenda of each shareholder meeting is discussed and brought to resolution; and (c) carrying out such other duties and responsibilities as may be required of the chair by the board from time to time.
NEIL MCMILLAN, CHAIR
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