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Position Description for Director

Introduction

A director’s general duty is to supervise the management of the business and affairs of the Company. Directors are required to exercise their powers and discharge their duties honestly and in good faith with a view to the best interests of the Company. Directors must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Qualities

Confidence in the Company lies in the trust in the character of the individual members of the Board. The Company expects integrity, expertise, diligence, honesty, good faith, independence and professionalism from each of its Directors.

Directors will be chosen who represent diverse personal experiences and backgrounds. Each director will have demonstrated:

  • the highest personal and professional integrity;
  • significant achievement in his or her field;
  • experience and expertise relevant to the Company’s business;
  • a reputation for sound and mature business judgment;
  • the commitment to devote the necessary time and effort in order to conduct his or her duties effectively;
  • where required, financial literacy; and
  • no significant conflict of interest and no legal impediment with regard to service on the Board.

Role and Responsibilities

A director’s specific responsibilities include:

  • adding value to the Board of Directors of the Company (the “Board”) and bringing independent judgment to bear on matters brought before the Board, with integrity and with the full benefit of his or her abilities and experience;
  • identifying and disclosing any conflict of interest to allow appropriate review and refraining from voting where there exists a conflict, potential conflict or perceived conflict;
  • respecting confidentiality;
  • reviewing meeting material before meetings and devoting the necessary time and attention to be able to make an informed decision on issues;
  • attending all Board meetings and participating fully in the deliberations and discussions of the Board;
  • encouraging free and open discussion at the meetings of the Board;
  • asking for all the information s/he believes necessary to make informed decisions;
  • being generally knowledgeable of the Company’s services and operations and the industry within which it operates;
  • having or acquiring an understanding of the regulatory, legislative, business, social and political environments within which the Company operates;
  • complying with the Company’s policies and applicable laws, including the Company’s Code of Business Conduct;
  • being available to senior management of the Company as a resource to them;
  • when appropriate, communicating with the Chair of the Board, the President and Chief Executive Officer and other executives between formal meetings; and
  • participating on Board committees in a manner consistent with the foregoing responsibilities, developing an understanding of relevant committee mandates, and ensuring that the committee(s) on which s/he serves fulfil their respective mandates.