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Chairman of the Board Position Description

1. Board functions


The Chairman will:

a) together with the Lead Director, facilitate the effective operation and management of, and
provide strong leadership to, the Board
b) together with the Lead Director, take steps to foster the Board’s understanding of its
responsibilities and boundaries with management
c) together with the Lead Director and the Corporate Governance and Compensation Committee
(CGCC), oversee the responsibilities and functions delegated to the committees
d) establish procedures to govern the effective and efficient conduct of the Board’s work
e) preside over Board meetings and shareholder meetings and ensure both are conducted in an
efficient and effective manner
f) set Board agendas after obtaining input from the President, CEO and Lead Director
g) keep the Board current in a timely and candid fashion on major developments and provide the
Board with sufficient information to enable the Board to fulfill its mandate
h) as requested by the CGCC, assist in the recruitment of new Board Directors
i) lead the performance evaluation of the President and CEO and present recommendations to the
CGCC and subsequently to the Board
j) attend Committee meetings as desired, in an ex-officio capacity
k) communicate to the President and CEO (and other members of management as warranted) any
matters arising from the Board, shareholders and other stakeholders that require management’s
I) facilitate the Board’s interaction with key management, as appropriate
m) facilitate the Board’s efforts to promote engagement with, and feedback from, shareholders
n) support the development of the succession plan for the Board Chair led by the CGCC

2. Executive functions


The Chairman will:

a) oversee the Company’s operations led by the President and CEO, including budgets, financing
and strategic plans and their execution
b) together with the President and CEO and the Vice-Chairman, pursue the continued
development and progression of the Company’s strategy

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