Board Committees

The board carries out its responsibilities directly and through its five standing committees, each mandated to provide detailed oversight of the following key areas:

  • audit and finance
  • human resources and compensation
  • nominating, corporate governance and risk
  • safety, health and environment
  • technical committee

Each board committee has a mandate outlining the responsibilities and duties of the committee, which is reviewed annually.

The audit and finance committee, the human resources and compensation committee and the nominating, corporate governance and risk committee are 100% independent.

Audit and finance

The audit and finance committee assists the board in fulfilling its oversight responsibilities for:

  • the accounting and financial reporting processes,
  • the internal controls,
  • the external auditors, including performance, qualifications, independence, and their audit of the corporation’s financial statements,
  • the performance of the corporation’s internal audit function,
  • financial matters and risk management of financial risks,
  • the corporation’s process for monitoring compliance with laws and regulations (other than environmental and safety laws) and its code of conduct and ethics, and
  • prevention and detection of fraudulent activities.

Committee Mandate

Management Proxy Circular

Chair Members
Daniel Camus Catherine Gignac
Leontine van Leeuwen-Atkins

Human resources and compensation

The human resources and compensation committee assists the board in fulfilling its oversight responsibilities for:

  • human resource policies,
  • executive compensation,
  • executive succession and development,
  • pension plan governance, and
  • oversight of material risks assigned to the committee.

Committee Mandate

Management Proxy Circular

Chair Members
Don Kayne Daniel Camus
Catherine Gignac
Kate Jackson
Dominique Minière

Nominating, corporate governance and risk

The nominating, corporate governance and risk committee assists the board in fulfilling its oversight responsibilities by:

  • developing and recommending to the board a set of corporate governance principles applicable to the corporation,
  • identifying and recommending qualified individuals as members of the board and its committees,
  • assessing the contribution of individual directors andeffectiveness of the board and committees, and
  • overseeing the risk program.

Committee Mandate

Management Proxy Circular

Chair Members
Kate Jackson Catherine Gignac
Don Kayne
Leontine van Leeuwen-Atkins

Safety, health and environment

The safety, health and environment committee assists the board in fulfilling its oversight responsibilities regarding for:

  • safety, health and environmental matters; and
  • sustainability/environmental, social and governance (ESG) reporting and disclosure.

Committee Mandate

Management Proxy Circular

Chair Members
Dominique Minière Catherine Gignac
Tammy Cook-Searson
Don Kayne

Technical committee

The technical committee assists the board in fulfilling its oversight responsibilities for:

  • estimating and disclosing mineral reserves and resources, and
  • major technological, technical and operational matters.

Committee Mandate

Management Proxy Circular

Chair Members
Leontine van Leeuwen-Atkins Catherine Gignac
Tammy Cook-Searson
Kate Jackson
Dominique Minière

(the Reserves Oversight Committee was renamed the Technical Committee effective January 1, 2022)