Board’s Mandate

Cameco's elected board of directors is comprised of a diverse group of highly-skilled corporate and public sector professionals. Under their stewardship and expert oversight, Cameco's business affairs, policies and practices are supervised for the benefit of the company's shareholders.

Purpose

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.

Composition

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. The standards for independence are available on our website.

Responsibilities

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:

    1. selection, appointment, evaluation and if necessary the termination of the chief executive officer;
    2. satisfying itself as to the integrity of the senior executives of the corporation and as to the culture of integrity throughout the corporation;
    3. succession planning, including appointing, counselling and monitoring the performance of executive officers;
    4. oversight of the human resources policies of the corporation and while taking into account the views and recommendations of the human resources and compensation committee, approval of the compensation of the chief executive officer and the other executive officers;
    5. adoption of an annual strategic planning process, approval of annual strategic plans and monitoring corporate performance against those plans;
    6. approval of periodic capital and operating plans and monitoring corporate performance against those plans;
    7. oversight of the policies and processes to manage risks of the corporation, and oversight of management’s mitigation of the material risks;
    8. policies to require ethical behaviour of the corporation and its directors and employees, and compliance with laws and regulations;
    9. 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;
    10. 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;
    11. definition of the duties and the limits of authority of senior management, including approving a position statement for the chief executive officer;
    12. policies for disclosure of corporate information to facilitate effective communications with shareholders, other stakeholders and the public;
    13. health and safety and environmental policies and oversight of systems to enable compliance with these policies and all relevant laws and regulations;
    14. oversight of the policies and processes for estimating and disclosing the corporation’s mineral reserves;
    15. corporate governance including the relationship of the board of directors to management and shareholders 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;
    16. calling meetings of shareholders and submission to the shareholders of any question or matter requiring approval of the shareholders;
    17. 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;
    18. issuance of securities of the corporation;
    19. declaration of dividends and establishment of the dividend policy for the corporation;
    20. approval of the annual audited financial statements and related management discussion and analysis, and the interim unaudited financial statements and related interim management discussion and analysis, 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;
    21. adoption, amendment or repeal of bylaws of the corporation;
    22. review and approval of material transactions not in the ordinary course of business; and
    23. 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.

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