Chairs of Committees
In addition to the responsibility and specific duties set out in the Position Description for Individual Directors, the Chairs of the Committees of the Board of Wescast Industries Inc. have the responsibility and specific duties described below.
Appointment
The Chair of each Committee will be a duly elected member of the Board of Directors and be appointed by the Board as the Committee Chair each year. The Chairs of all Committees shall be independent as defined in MI-52-110. All Chairs will have the competencies and skills determined by the Board.
Responsibility
The Chair provides effective leadership to the Committee and leads their respective Committee in fulfilling the duties set out in each Committee's Mandate.
Specific Duties
The Chair will:
- Take all reasonable steps to ensure that the responsibility and duties of the Committee, as outlined in its Mandate, are well understood by the Committee members and executed as effectively as possible.
- Foster ethical and responsible decision making by the Committee and its individual members.
- Oversee the structure, composition, membership and activities delegated to the Committee.
- Ensure that the Committee meets at least four times annually and as many additional times as necessary to carry out its duties effectively.
- With the Board Chair, other Committee members, the Secretary, members of Management and outside advisors, as appropriate, establish the agenda for each Committee meeting.
- Chair all meetings of the Committee, including in camera sessions.
- Ensure sufficient time during Committee meetings to fully discuss agenda items.
- Encourage Committee members to ask questions and express viewpoints during meetings.
- Deal effectively with dissent and work constructively towards arriving at decisions and achieving consensus.
- Ensure that the Committee meets in separate, non-management, closed sessions with internal personnel or outside advisors, as needed or appropriate.
- Following each meeting of the Committee, report to the Board on the activities, findings and any recommendations of the Committee.
- Ensure the Committee materials are available to any Director on request.
- Take all reasonable steps to ensure that Committee members receive written information and are exposed to presentations from Management to fulfil the Committee Mandate.
- Have an effective working relationship with members of Management.
- Ensure that resources and expertise are available to the Committee so that it may conduct its work effectively and efficiently.
- Coordinate with the Committee to retain, oversee, compensate and terminate independent advisors to assist the Committee in its activities.
- Carry out any other appropriate duties and responsibilities assigned by the Board or delegated by the Committee.
Approved by the Nominating & Corporate Governance Committee: _October 30, 2006
Adopted by the Board: _____December 12, 2006
