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Position Description for Board Chair

Introduction

The overall mandate of the Board Chair is to provide leadership to enhance Board effectiveness and to manage the affairs of the Board in accordance with the Company’s By-Laws, constating documents and governance policies.

Accountability

The Board Chair is accountable to the Board of Directors.

Key Responsibilities

  1. Providing leadership to ensure that the Board works effectively in carrying out its responsibilities.
  2. Managing the affairs of the Board of Directors in order to assist the directors in carrying out their responsibilities. Managing the conduct of Board meetings and guiding deliberations in order that appropriate decisions are made and proper oversight is exercised.
  3. Encouraging an atmosphere of openness and trust. Ensuring the participation of each Director and that viewpoints of all Directors are taken into account in decision-making.
  4. Ensuring that Board responsibilities are effectively carried out and that appropriate functions of the Board are delegated to appropriate Board committees and that those functions are carried out and reported to the Board.
  5. In conjunction with the Corporate Governance Committee, managing the composition and structure of the Board and its Committees to ensure strength and balance and the appropriate number of members with the proper knowledge, skills and expertise to fulfil their responsibilities.
  6. Ensuring that appropriate procedures are in place to allow the Board to work effectively, efficiently and independently of management.
  7. In conjunction with the Chief Executive Officer:
    1. setting Board agendas to ensure that important strategic matters are regularly dealt with at the Board level;
    2. ensuring the Board is receiving timely information of appropriate quality; and
    3. ensuring that an appropriate Strategic Planning process is in place and coordinating participation of the Board in providing sufficient input on Company strategy.
  8. In conjunction with the Human Resources and Compensation Committee:
    1. Assessing the performance of the Chief Executive Officer and ensuring adequate compensation and incentive arrangements are in place; and
    2. Ensuring adequate succession plans are in place for the Chief Executive Officer and senior executives.
  9. Working closely with the Chief Executive Officer and other directors to ensure that the Company builds and maintains a healthy corporate governance culture.
  10. Providing input and participating with the Corporate Governance Committee to develop succession plans and skills requirements for the Board Chair and Directors. Supporting and participating in the selection and recruitment of potential candidates for positions on the Board.
  11. Setting the agenda for the Annual General Meeting of Members and, in conjunction with the Corporate Secretary, ensuring that appropriate information is provided to Members. Chairing meetings of Members and presenting the business to be conducted at such meetings.
  12. As appropriate, representing the Company to its stakeholders and the public.
  13. Acting as an advisor and sounding board to the Chief Executive Officer.
  14. In consultation with the Board, instructing and supervising the engagement of all professional advisors retained by the Board (as distinct from advisors to management or to a committee of the Board).