Human Resources Committee Charter

Mandate

The Human Resources Committee (the "Committee") is a standing committee appointed by the Board of Directors (the "Board") of Wescast Industries Inc. (the "Company").  The Committee shall, among other responsibilities, assist the Board in discharging the Board's oversight responsibilities relating to attraction, compensation, evaluation and retention of the Company's Chief Executive Officer and other executive officers.  The Committee also produces an annual report on compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations; evaluates management succession planning and organizational structure and reviews and recommends all benefit plans and incentive compensation (cash and equity-based) to the Board of Directors. 

In addition, the Company has a unique culture of management (HEART) and values to guide decision-making - honesty, fairness forthrightness, caring, commitment and trust.  The Committee believes that it is important to monitor the culture in order to protect its most competitive asset - people.

Committee Membership

The Committee shall be appointed by the Board and shall comprise of a Chair and at least three (3) other members. 

Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating & Corporate Governance Committee.

The Committee shall be comprised of a majority of "independent" directors as defined in National Instrument 58-101. 

The Board shall appoint the Committee Chair.  In the absence of the Committee Chair, the remaining members present shall elect one of their number to chair the meeting.

The Corporate Secretary or their nominee shall act as the Secretary of the Committee.

The quorum necessary for the transaction of business shall be a majority of members.  A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

The Committee shall meet quarterly and at such other times as the Chair of the Committee shall require.

Unless otherwise agreed, the Corporate Secretary together with the Chairman of the Committee will send notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, to each member of the Committee no fewer than two (2) working  days prior to the date of the meeting.

The Secretary shall minute the proceedings and resolutions of all Committee meetings.  Minutes of Committee meetings shall be circulated to all members of the Committee and made available on request to other members of the Board.

The Committee shall report its actions and recommendations to the Board after each Committee meeting.  The Chairman & CEO attends the Committee meetings as an ex-officio member.  In camera sessions are held as required. Other executives of the Company will attend at the request of the Committee.

The Chair of the Committee shall attend the Annual Meeting prepared to respond to any shareholder questions on the Committee's activities.

Duties and Responsibilities

The Committee shall be charged with the following advisory functions and duties:

• Annually approve and recommend to the Board the CEO's personal performance goals and objectives which may spread over a 1-5 year period.
• Oversee the annual assessment of the CEO in terms of established goals and objectives with input from the Board.
• Report to the Board on the results of such assessment.
• The independent members of the Committee recommend to the Board the adequacy and any amendments to the form of compensation including proposed salary, short-term incentives, mid-term incentives, long-term incentives, benefits and other compensation for the Chief Executive Officer in light of the Company's financial and non-financial performance relative to established goals and objectives.

(When the CEO is also the Chairman of the Board, the Committee will also receive input from the Nominating & Corporate Governance Committee on the evaluation and performance of the duties of the Chairman of the Board)

• Provide advice to the Chief Executive Officer regarding the annual assessment of the Executive Leadership Team in light of established goals and objectives
• The independent members of the Committee recommend to the Board the adequacy and any amendments to the form of compensation including proposed salaries, short-term incentives, mid-term incentives, long-term incentives, benefits and other compensation for the Executive Leadership Team, other than the Chief Executive Officer, with such compensation realistically reflecting the responsibilities and risks of such positions.
• Review ELT CI plans and receive mid-year report from CEO on ELT performance
• Review executive share ownership guidelines and monitor compliance (if applicable).
• Provide advice to the CEO regarding decisions concerning the performance and compensation of other executives outside of the Executive Leadership Team.
• Review periodically and recommend to the Board for approval annually, management's succession plan including the appropriateness of the current and future organizational structure of the Company for executive positions and the CEO.
• In fulfilling this responsibility for succession plans for senior officers, the Committee will:
• Review the functions of senior officers of the Company
• Review and discuss qualifications of proposed candidates named in succession plans, and
• Provide guidance to management with respect to the succession plans.
• Review and approve employment and termination agreements for members of the Executive Leadership Team other than the Chief Executive Officer
• Review and recommend to the Board employment and termination agreements for the Chief Executive Officer
• Review and recommend to the Board and/or shareholders as appropriate and required, executive compensation programs (including performance targets) and incentive plans as well as benefit and pension plans for executives and employees of the Company and its subsidiaries on a global basis
• Make recommendations to the Board regarding grants and awards under, and adopt rules with respect to the Company's stock option/stock appreciation rights and incentive compensation plans from time to time in effect and exercise such other power and authority as may be permitted or required under such plans
• Review and recommend to the Board proposed changes to major human resource policies
• Review and approve the disclosure to be made of director and executive compensation in the annual proxy circular
• Provide oversight to benefits, compensation plans and philosophy
• Monitor the climate and morale of the Company

Authority

The Committee has the authority to approve executive compensation amounts, executive management succession plans, employment and termination agreements for corporate officers (other than the Chairman and Chief Executive Officer).

The Committee is authorized to seek any information it requires from any employee of the Corporation in order to perform its duties.

The Committee is authorized to obtain, at the Corporation's expense, such compensation consultants, outside legal or other professional advice on any matters within its terms of reference. 

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.

Adopted by the Human Resources Committee: ___October 30, 2006___

Approved by the Board of Directors:  ___December 12, 2006____