Lead Independent Director
Mandate
The Lead Independent Director (the "Lead Director") shall report to and assist the Board of Directors (the "Board") of Wescast Industries Inc. (the "Company"). The role of the Lead Director shall be to aid and assist the Chair and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board and the Company.
Appointment
The Lead Director will be independent1 and will be appointed and may be removed by the Board.
The Nominating & Corporate Governance Committee will review annually this position description and recommend to the Board any changes that it considers appropriate.
Duties and Responsibilities
In addition to the duties of all Board members as set forth in the Company's Board Mandate, the specific responsibilities of the Lead Director are as follows:
Enhancing Board Effectiveness
- Working with the Board Chair/CEO and Corporate Secretary to ensure the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making requirements.
- Providing input to the Board Chair/CEO and Corporate Secretary on the preparation of agendas for Board meetings.
- Chairing Board meetings when the Board Chair/CEO is unavailable or when there is any potential conflict.
- Together with the Chairman of the Board, the Lead Director shall review annually the purpose of the Committees of the Board, and through the Nominating & Corporate Governance Committee, recommend to the Board any changes deemed necessary or desirable to the purpose of the Committees and whether any Committees should be created or discontinued.
- The Lead Director shall be available as a resource to consult with the Company's Chairman/CEO and Corporate Secretary and other Board members on corporate governance practices and policies, and shall assume the primary leadership role in addressing issues of this nature if under the circumstances it is inappropriate for the Chairman/CEO to assume such leadership.
- In the event of the absence or the incapacity of the Chairman/CEO, the Lead Director will act as the spokesperson for the Company.
- The Lead Director shall consider questions of possible conflicts of interest or breaches of the Code of Business Conduct of Board members, as such questions arise. The Lead Director shall consider questions of possible conflicts of interest or breaches of the Code of Business Conduct of the company's Chair/CEO.
Liaison Between Board and Management and Among Directors
- In association with regularly scheduled Board meetings, the Lead Director shall chair meetings of independent directors to discuss issues relating to the Company's business without the presence of management or the Board Chair/CEO.
- The Lead Director will communicate with the Board Chair/CEO and the entire Board, as appropriate, the results of private discussions among outside directors or the results of meetings of the independent directors.
- The Lead Director shall act as a communication channel among the directors and between directors and the Board Chair/CEO in respect of issues not readily or easily discussed in a formal setting.
- The Lead Director shall coordinate the performance evaluation of the Chair.
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.
Approved by the Nominating & Corporate Governance Committee: ___October 30, 2006___
Approved by the Board of Directors: _December 12, 2006______________
1 Definition is consistent with MI 52-110 independence.
