Mandate

The Nominating & Corporate Governance 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, develop the Corporation's system of, and overall approach to, corporate governance, monitor compliance with applicable corporate governance requirements, assess the Board's effectiveness in governance matters.  The Committee's responsibilities also include identifying candidates as directors and recommending that the Board select qualified director candidates for election at the next annual meeting of shareholders ("Annual Meeting").

Committee Membership

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

The Board shall appoint the Committee Chair who should not be the Chairman of the Board.  In the absence of the Committee Chair, the remaining members present shall elect one of their numbers to chair the meeting.

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

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.  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.

The Chair of the Committee shall present to the Board the results of the Committee's annual performance evaluation.

Duties & Responsibilities

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

• Review the adequacy of the size and composition of the Board to ensure that the membership has the diversity of experience compatible with the strategic and business objectives
• Review and recommend to the Board annually the renomination of incumbent directors and recommend additional Committee members to fill vacancies as needed
• Review and recommend committee structure to the Board
• Develop, review and recommend to the Board strategic corporate policies such as corporate disclosure policies, insider trading policies, code(s) of conduct and other relevant policies associated with an effective system of corporate governance practices.  In this regard, the Committee will review with counsel the Corporation's compliance with applicable laws and regulations and inquiries received from regulators and governmental agencies;
• Recommend to the Board the form and content of a Code of Conduct for the Corporation (and, as may be applicable from time to time, changes or amendments), monitoring the implementation, operation and effectiveness of such Code, recommending to the Board the authorization of any waiver or compliance of such Code and overseeing the investigation of any alleged breaches thereof (except for breaches regarding financial matters which is the responsibility of the Audit Committee)
• Perform an annual assessment of the effectiveness of the Directors, the committees and the Board as a whole, in conjunction with the Lead Independent Director
• Review annually and make recommendations to the Board for changes to the Board Mandate, Committee Charters and position descriptions for the Chairman & CEO and Lead Independent Director
• Evaluate the performance of the Chairman of the Board, having regard for the position description for the Board Chairman and overall contribution.
• Review periodically plans for orderly succession of directors including the Chairman of the Board in order to maintain a balanced Board in terms of skills and experience
• Review  and recommend to the Board the adequacy and form of compensation of the members of the Board including share based compensation
• Develop and recommend to the Board, the Corporation's system of, and overall approach to, corporate governance practices as a whole, consistent with applicable laws, rules and regulations of applicable regulatory authorities and the Corporation's needs
• Monitor the implementation and compliance with any rules, regulations or guidelines approved by regulatory authorities relating to corporate governance
• Annually develop review and report on corporate governance guidelines or requirements applicable to the Corporation, consistent with the applicable requirements of The Toronto Stock Exchange, the Ontario Securities Commission and any other applicable regulatory authority
• Recommend to the Board the allocation of directors to each of the Board committees at the first meeting of the Board following each Annual Meeting.  Thereafter, when a vacancy occurs at any time in the membership of any Board committee, the committee shall recommend a particular director to the Board to fill such vacancy.

Selection Process for New Directors

The Nominating and Corporate Governance Committee leads the process of recruiting and recommending candidates to the Board.  It is their responsibility to identify any gap between the current Board composition and the Corporation's strategic and business requirements and develop specific future composition targets.

Director selection is part of the vital process of renewal and change.  It begins with the need for a director, and is not finished until the new director has been integrated as an effective contributor to a total team effort focused on shareholder value.

Directors will be chosen based on skills, commitment and their ability to add value to the Board.

Long Term Objectives:

• 1. Broaden the Board's background and skills.

• 2. Ensure directors have business experience compatible with our strategic and business objectives.

The selection process is not an exact science, but requires the Nominating and Corporate Governance Committee and the Board to be proactive to the changing needs of the Company and the board itself.

The following process provides guidelines to assist the Nominating and Corporate Governance Committee in identifying and selecting nominees to the Board.

Step 1 - Current Board Analysis and Observations

• Review the background, experience and skills of each director.

• Develop a matrix to analyze and summarize the information.

• Make specific observations regarding Board composition. For example: industry knowledge, financial knowledge, geographic representation, foreign markets experience etc.

Step 2 - Corporate Strategic and Business Objectives

• Review the company's strategic and business objectives and identify their implications for the current composition of the Board.

Step 3 - Board Composition Target

• Identify any gaps between the current Board composition and the Company's strategic and business requirements, (For example: knowledge of a specific foreign market) and develop specific future composition targets.

Step 4 - New Director Criteria

• Develop criteria for new directors which will complement the current Board and assist the Board in achieving its mandate.
• The Committee may engage external search firms to identify candidates. Once a candidate is identified, he/she is interviewed by the Committee. The Committee then asks as many of the independent directors as possible to interview the candidate as well. Based on the various interviews, a candidate may be nominated by a majority of independent directors of the Committee to the Board.

Authority

The Committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion.  The Committee shall have sole authority to approve related fees and retention terms.

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

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 Nominating & Corporate Governance Committee: __October 30, 2006_

Approved by the Board:  ___December 12, 2006   _            _______________________