Purpose

The Ad Hoc Chief Executive Officer (“CEO”) Succession Committee (the “Committee”) is an Ad Hoc Committee of the Board of Directors (“Board”) that has been established to provide guidance to the Board of the Company, and to make recommendations to the Board within these Terms of Reference and within the By-laws of the Company related to CEO succession matters affecting the Company.

This Committee's primary purpose is to advise the Board in fulfilling the Board's responsibilities to recruit, compensate, and plan for succession of the Incumbent CEO.

These Terms of Reference shall be reviewed and recommended by the Committee for review and approval by the Board.

This Committee shall be disestablished upon the appointment of the Incoming CEO by the Board.

Committee Mandate

The Ad Hoc CEO Succession Committee has the following roles and responsibilities:

1. Review the Values, Vision and Mission (or the equivalents) of the Company.
2. Review the Position Description for the CEO of the Company.
3. Review the Strategic Plan that is aligned with, and will achieve, the Values, Vision and Mission of the Company. The Strategic Plan shall include, to the fullest extent practicable, for Competency and Attribute recruitment and assessment purposes: (i) the Business Model of the Company; (ii) the component Value Drivers of the Business Model; and (iii) the Key Performance Indicators (or the equivalents) that are weighted and calibrated to measure the Value Drivers and the implementation of the Strategic Plan.
4. Based on the foregoing Strategic Plan, establish, define, and rank, for Board review and approval, the Competencies¹ and Attributes² of a prospective CEO that are necessary to achieve and implement the Strategic Plan of the Company, in a rigorous and highly tailored manner, including a ranking of or “must-have” Competencies and Attributes.

   The identification, defining, and ranking of the foregoing Competencies and Attributes of a Prospective CEO shall have due regard to the Strategic Plan and be irrespective of and uninfluenced by any internal or external CEO Candidate.

   Any and all deliberations, discussions, documentation, meetings, in camera sessions, and minutes of the Committee shall be Confidential Information under the Confidentiality Policy and shall apply to Members of the Committee and Members of the Board.

5. Upon Board review and approval of the Competencies and Attributes of the Prospective CEO, an Executive Search Consultant may be retained in the business judgment of the Committee, and with the review and approval of the Board.

   If an Executive Search Consultant is retained, the Committee shall interview, negotiate with, and propose for Board review and approval, the selection of an Executive Search Consultant that possesses the independence, resources, expertise and Recruitment Project Plan to propose and assess prospective internal and external CEO Candidates who possess the most highly ranked Competencies and Attributes.

   If an Executive Search Consultant, or any other advisor, is not retained, the Committee will undertake the tasks below.

6. The Recruitment Project Plan shall be recommended by the Committee to the Board for review and approval, and may include any or all of the following components, in the business judgment of the Committee:
   1. An advertising and recruitment strategy;
   2. Information packages for CEO Candidates;
   3. Cover letter and resume matching to, and validation of, Competencies;
   4. Establishment of an interview protocol and questions to measure Competencies and Attributes;
   5. Background, reference, reputation, criminal and credit checks;
   6. Establishment of a long-list of CEO Candidates;
   7. Collaboration with the Incumbent CEO on Competencies and Attributes of internal CEO Candidates;
   8. Review of internal CEO Candidates performance reviews;
   9. First in-person interviews by the Committee and Executive Search Consultant (if retained);
   10. Development of individual CEO Candidate Profiles, summarizing assessment of Competencies and Attributes for each short-listed Candidate;
   11. Establishment of a short-list of CEO Candidates and Profiles, for review and approval by the Board;
   12. Disclosure of any lack of consensus on the Committee on the ranking of inclusion of any CEO Candidate to the Board;
   13. Second in-person interviews by the Committee and Executive Search Consultant (if retained);
   14. Establishment of a ranked short-list of CEO Candidates, for review and approval by the Board;
   15. Final in-person interviews of highest ranked short-list CEO Candidates, with invitation to non-Committee Directors to attend these interviews;
   16. Establishment of a Finalist list and Profiles of top two or three CEO Candidates, for review and approval by the Board;
   17. Personality testing of Finalists to measure Attributes and cultural fit with the Organization and senior Management team, in the business judgment of the Committee; and
   18. Final due diligence, reference and background checks of top Finalist CEO Candidates.
7. Negotiate with short-list and Finalist CEO Candidates base salary and incentive structure that is directly aligned with the Key Performance Indicators from the Strategic Plan, with review and approval by the Board.
8. Retain Independent Legal and Compensation Advisors and solicit internal expertise as necessary to advise on Contract terms and Executive Compensation, in conjunction with the Human Resources and Compensation Committee, and in compliance with any regulatory or shareholder compensation restrictions.
9. Recommend to the Board for review and approval, the CEO Contract and incentive compensation plan for the new CEO.
10. Propose a written offer on behalf of the Board to the top Finalist CEO Candidate, for review and approval by the Board.
11. Extend the written offer and Employment Contract on behalf of the Board to the top CEO Candidate for signatures by the Board Chair and Candidate.
12. Recommend to the Board for review and approval, and in consultation with the Incoming and Incumbent CEOs, the public and internal announcement of the Incoming CEO, and thanking of the Incumbent CEO.
13. Propose an Onboarding Plan of the Incoming CEO, which shall include a six-month performance review of the Incumbent CEO by the Human Resources and Compensation Committee and the Board.
14. Recommend the disestablishment of the CEO Succession Committee.

To honor the spirit and intent of applicable law as it evolves, the authority to make minor technical amendments to these Terms of Reference is delegated to the Secretary of the Company, who will report any amendments to the Committee at its next meeting.

Committee Authority

1. The Committee's authority will be such as is delegated to it by the Board.
2. The Committee is accountable to the Board and has the authority to consider and report on all matters of CEO succession policies and practices.
3. With the authorization of the Board, the Committee may engage outside experts to assist the Committee in carrying out its responsibilities provided that the terms and conditions of any such engagement will be subject to the approval of the Board of Directors.
4. The Committee has the authority to recommend to the Board any matters delegated to it by the Board.

Committee Composition

1. The Committee will be composed of five members of the Board who possess expertise in CEO succession and who have availability, plus the Board Chair, for a total of six members. There shall be a diversity of Committee members to the extent practicable.
2. The members of the Committee will be appointed by the Board of Directors.
3. The Chair of the Committee will be appointed by the Board of Directors.
4. The Committee will elect a Vice-Chair from among its members at the first meeting of the Committee.
5. The Incumbent CEO will be invited to attend meetings of the Committee.
6. A quorum for a meeting of the Committee will be more than 50% of its members present either in person or by telephone.

Committee Administration

1. The Committee will meet four times per year but may call additional meetings as required, at the call of the Committee Chair or Chair of the Board.
2. A meeting agenda will be prepared and provided to members in advance of each Committee meeting, along with appropriate briefing materials.
3. The Secretary of the Company will attend all meetings of, and act as Secretary to the Committee, unless excused by the Chair of the Committee.
4. The Committee has the right to retain experts in fields related to the Committee mandate to provide advice when considered reasonable and necessary to undertake the mandate of the Committee.
5. Minutes will be recorded at each meeting of the Committee and will be accepted and approved by the Committee at its next meeting. The Minutes will be distributed to the Board of Directors at its next meeting.
6. The Committee Chair will report to the Board of Directors on any meetings of the Committee held between Board meetings. The Chair may provide an oral report to the Board on matters not yet minuted and may elect to report on in-camera matters during in-camera meetings of the Board.
7. Committee Members will treat all discussions and resolutions of the Committee in the strictest of confidence, and will not disclose any information relating to any materials tabled or discussions at the meeting, until the release of such information is authorized by the Chair of the Board of Directors of the Company.
8. When a Committee Member believes that he or she has a potential conflict of interest in respect to a matter before the Committee, that member will declare the conflict and will leave the room during discussions of such matters, unless authorized by the Committee to participate.
9. The Secretary of the Company will attend all meetings, and act as Secretary to the Committee, unless excused by the Chair of the Committee.
10. The Annual Report will include a report on the number of meetings of the Committee and the individual Director's attendance.
11. An In-camera session will be held at each meeting at the discretion of the Committee Chair.