Individual Directors
Mandate
In carrying out his or her responsibilities as a member of the Board of Directors, each director owes a fiduciary duty to Wescast and must ensure that he or she:
- Acts honestly and in good faith with a view to the best interests of Wescast; and
- Exercises the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Duties and Responsibilities
In carrying out his or her mandate as a director, each director shall:
- Maintain confidentiality of all information which is learned in his or her capacity as a director;
- Exercise good judgment and act with integrity;
- Avoid conflicts of interest;
- Disclose any contracts or arrangements in which the director has a interest;
- Be an available resource to management and the rest of the board between meetings;
- Support and encourage legal, ethical and credible business practices; and
- Act and function independently of management (other than any director that is a member of management).
To promote the effectiveness of board and committee meetings, each director must:
- Diligently prepare for meetings by reviewing the materials and formulating questions in advance of the meeting;
- Participate fully and frankly in deliberations and discussions during the meeting; and
- Appropriately question data and information presented to the board for its deliberations;
- Effectively apply his/her knowledge experience and expertise to issues confronting the company;
- Think strategically in evaluating direction and operations;
- Be willing to take a stand or express a view, even if it runs contrary to prevailing wisdom or the direction of conversation;
- Communicate persuasively and logically; voice concerns, raise tough questions in a manner that encourages open discussion;
- Listen effectively to others' ideas and viewpoints;
- Ask value-adding and appropriately timed questions;
- Be willing to be accountable for and bound by board decisions;
- Be a team player - work effectively with fellow directors;
- Manage conflict constructively; be willing to change his/her point of view;
- Make a valuable contribution to the functioning of the board;
- Attend each meeting whenever possible; and
- Be in attendance for the full duration of the meeting, whenever possible;
In order to be able to make well informed decisions, each director must:
- Remain knowledgeable about Wescast's products and industry;
- Develop a thorough understanding of Wescast's role in the automotive industry; and
- Remain knowledgeable about Wescast's facilities and visit them when appropriate.
The Nominating & Corporate Governance Committee is responsible for developing and recommending improvements to the individual directors' terms of reference for implementation by the Board.
Approved by the Nominating & Corporate Governance Committee: May 10, 2005
Adopted by the Board of Directors: May 11, 2005
