Board of Directors

The purpose of the Audit committee is to assist the Board of Directors in its oversight of:

• the integrity of the Corporation’s financial statements and related information;
• the Corporation’s compliance with applicable legal and regulatory requirements;
• the independence, qualifications and appointment of the shareholders’ auditor;
• the performance of the Corporation’s shareholders’ auditor and internal audit;
• management responsibility for assessing and reporting on the effectiveness of internal controls; and
• the Corporation’s risks as it relates to financial reporting.

The purpose of the Corporate governance committee is to assist the Board of Directors in:

• developing and implementing the Corporation’s corporate governance guidelines;
• identifying individuals qualified to become Board members;
• determining the composition of the Board of Directors and its Committees;
• determining the Directors’ remuneration for Board and Committee service;
• developing and overseeing a process to assess the Board Chair, the Board, Board Committees, Chairs of Committees, and individual Directors; and
• overseeing the Corporation’s policies concerning business conduct, ethics, public disclosure of material information and other matters.

The purpose of the Management resources and compensation committee is to assist the Board of Directors in its oversight responsibilities relating to:

• the compensation,
• nomination,
• evaluation, and
• succession of Officers and other management personnel; and
• the Corporation’s health and safety policies and practices.

The purpose of the Risk and pension fund committee is to assist the Board of Directors in its oversight responsibilities related to:

• the Corporation’s enterprise risk governance framework and the policies, procedures and controls management uses to evaluate and manage key risks to which the Corporation is exposed;
• the Corporation’s exposure to key risks, except for risks that remain the primary responsibility of another Committee of the Board;
• the administration, funding and investment of the defined benefit provisions (the “DB Plan”) and the defined contribution provisions (the “DC Plan”) of the Corporation's pension plans (the "Plan") and funds (the "Fund"); and
• the unitized pooled funds sponsored by the Corporation for the collective investment of the Fund and the participant subsidiaries' pension funds (the "Master Trust Fund").