Position Description

Chairman & Chief Executive Officer

Mandate

The Chairman and CEO is responsible to lead the Board and the Corporation by value-creating governance, a focus on building a strong executive team, supporting the Wescast participative management style and pursuing the development and execution of strategy to ensure long-term viability and profitability.

The Chairman and CEO is also responsible to represent the Corporation to external groups including high level customer, supplier, partner, community, investor and government contacts.

This position reports to the Board of Directors and performance is reviewed at least annually by the Human Resources Committee of the Board.  The Chairman and CEO will coordinate with the Lead Independent Director in respect of the duties and responsibilities of that position.

Appointment

The Chairman and CEO shall have such skills and abilities appropriate to the appointment as shall be determined by the Board.

The Chairman and CEO is responsible to act in the best interests of the Corporation and it's shareholders, in accordance with applicable legislation and best practices in board governance.

The Chairman and CEO shall be a duly elected or appointed member of the Board and shall be specifically appointed as Chairman and CEO by the Board following the annual meeting of shareholders. The Chairman and CEO shall attend the Audit, Human Resources and Nominating & Corporate Governance Committees at the invitation of each Committee.

Duties and Responsibilities

Chairman - Primary Responsibility

The primary responsibility of the Chair of the Board of Directors is to provide leadership to the Board to enhance Board effectiveness. The Chair shall set the "tone" for the Board and its members to foster ethical and responsible decision-making and ensure that directors are kept informed of appropriate corporate matters.

Chief Executive Officer - Primary Responsibility

The primary responsibility of the Chief Executive Officer is to provide strategic direction that includes the development and implementation of vision, plans, policies and budgets for profitable growth of the Company, while ensuring that the highest standards of safety and environmental stewardship are achieved.

In addition to the Chairman and CEO's responsibilities as a director of the Corporation, as provided in the Ontario Business Corporations Act and the by-laws of the Corporation, the Chairman and CEO shall have the specific duties set out below and shall have such other powers and duties as the Board may specify.

Specific responsibilities respecting the position of Chairman:

• Build a strong, effective and well balanced Board and Committees, and ensure succession planning for them.

• Act as a liaison between the Board and management and communicate concerns of the Board and shareholders to the Executive Leadership Team.

• Chair Board and Shareholder meetings and conduct the meetings in an efficient, effective and focused manner.

• Manage the affairs of the Board, ensuring adequate resources and overseeing the distribution of information to the Board in a manageable form, sufficiently in advance of the meeting.

• Schedule, organize and present agendas for Board and Committee meetings based on input from directors and the Executive Leadership Team.

• Lead the evaluation of individual director performance.

• Work with the committees appointed by the Board, so that they have a proper structure and appropriate assignments.

• Oversee the functions delegated to the committees and monitor the committees' work to see that theses functions are carried out and results are reported to the Board.

• Provide oversight and supervision to the corporate secretary to ensure governance and compliance issues are dealt with in a timely and appropriate fashion.

Specific responsibilities respecting the position of Chief Executive Officer:

Leadership

• Provide leadership, vision and strategy for the Corporation to grow value responsibly in a profitable and sustainable manner.

• Foster a corporate culture that promotes ethical practices, encourage individual integrity and represent the Company in a way that enhances and maintains the Company's reputation leading to the attraction, retention and motivation of a diverse group of top-quality employees at all levels.

• Ensure the culture outlined in the Wescast Way is followed throughout the organization.

Corporate Strategies and Objectives

• With the input of members of the Executive Leadership Team, develop a long-term business plan and policies for Board approval.

• With the input of members of the Executive Leadership Team, develop and recommend to the Board annual business plans and budgets that support the company's long-term business plan and vision.

• Effectively implement the approved annual business plan.

• Recommend to the Board and, following Board approval, consistently strive to achieve the company's financial and operating goals and objectives.

• Keep the Board fully informed in a timely and candid manner of the progress of the Company towards the achievement of its established goals and of all material deviations from the goals or objectives and policies established by the Board.

• Ensure that the day-to-day business affairs of the Company are appropriately managed.

• Ensure that the health, safety, environmental and other policies of the Company, are implemented by members of the Executive Leadership Team

• Plan and direct all investigation and negotiation pertaining to joint ventures, material acquisitions of businesses, or the sale of major assets, and obtain Board approval for all material transactions.

Succession Planning and Performance Evaluation

• Build an effective Executive Leadership Team.

• Develop a succession plan for the Executive Leadership Team for review with the Board. Recommend appointments, appropriate management rewards and incentives to senior management, monitor performance and provide feedback and training as appropriate.

• Develop annual critical few for the Corporation and annual objectives for the Chairman and CEO and the Executive Leadership Team and monitor their achievement.

Risk Management

• Ensure that appropriate systems are implemented to identify and manage principal risks of the Company.

• Oversee, and take steps to enhance where necessary, reliable internal control systems within the company.

• Take action, as required, to protect and enhance the Company's assets and investments in joint ventures, subsidiaries and affiliates.

Communications and Reporting

• Respect the Board's independence, including discussing major corporate commitments with the Board before they are made, and respecting unrelated directors' need to meet independently.

• Ensure that the Company has an effective system of communication throughout the organization.

• Ensure the information communicated to the public fairly portrays the position of the Company.

• In conjunction with the CFO, foster investor relations.

• Provide appropriate certifications regarding the Company and its activities, as may be required from time to time.

• Develop effective relationships with appropriate industry associations and people.

• Act as chief spokesperson for the Company.

The Nominating & Corporate Governance Committee is responsible for developing and recommending improvements to the Board with respect to this position description for the Chairman and Chief Executive Officer.