Chairman, Director, and CEO Position Description 

The Board

The Board of Directors (the “Board”) is responsible for supervising the business and affairs of the Corporation.   The Board has approved written position descriptions for the Chairman of the Board, Director, and Chief Executive Officer.

Chairman of the Board Position Description

In general terms, the Chairman of the Board (the “Chair”) is responsible for ensuring that the Board is able to fulfill its duties and responsibilities in an effective manner in accordance with the laws, regulations and policies governing the Corporation; for planning and organizing the activities of the Board; and for engaging outside advisers where necessary.

The Chairman of the Board shall:

1.        With respect to the Board:

a. Act as Chair of the Board meetings in such a manner that furthers discussions and policy decision-making;

b. Plan and organize the activities of the Board including meeting dates and agendas, in consultation with the Chief Executive Officer;

c. Engage at the expense of the Corporation, outside advisors for Directors and the Board;

2.       Act as Chair of annual and special meetings of the shareholders and participate in such meetings in any other manner as may be required by the Board;

3.       Ensure that the Corporation’s strategic goals, objectives and financial plan are presented to the Board for its consideration and approval;

4.       Taking into account the objectives of the Corporation’s Diversity Policy, provide input to the Board with respect to (a) the composition and structure of the Board and (b) candidates for Board membership and the selection of such candidates to be submitted to the Board for approval;

5.       Require that the Corporation provides an appropriate orientation for new Directors and that existing Directors are updated as to the business and operations of the Corporation; and

6.       Require that the Corporation’s business is conducted in a way that takes into consideration the interests of its shareholders, and that issues of potential or actual conflict of interest between the Corporation and its controlling shareholder are identified by the Directors for resolution.

Director Position Description

In general terms, the Director (the “Director”) is responsible for regularly attending board meetings and any special meetings; for understanding the diverse needs of a multi-industry company and translating that understanding into dialogue and discussion with the board of relevant ways of developing the Corporation; and for building the Corporation’s success rate and delivering value to its shareholders.

The Director shall:

1.        With respect to the Board:

a. Nominate directors;

b. Ensure the Corporation is compliant with industry regulations and aligned with bylaws and conflict of interest guidelines;

c. Engage closely with fellow board members to provide input during the strategic planning process and approve the strategic plan;

d. Serve as a responsible steward of the Corporation’s resources and ensure that resources are allocated based on the strategic and operational objectives of the Corporation;

e. Inspire others and nurture leadership to promote professional growth;

f. Conduct annual self-evaluation to determine the achievement of objectives and overall effectiveness as a board member;

g. Exemplify personal leadership by actively participating and supporting board decisions; maintain the integrity and confidentiality of board business; and

h. Perform other duties as requested by the Chairman.

Chief Executive Officer Position Description

In general terms, Chief Executive Officer (“the CEO”) is responsible for managing the strategic and operational performance of the Corporation in accordance with the goals, policies and objectives set by the Board, including developing for the Board’s consideration and approval the Corporation’s financial plan and developing sound operating strategies to implement such plan, for managing the day-to-day operations of the Corporation, for setting an operational environment that is performance driven, for assisting the Board with planning and for representing the Corporation to its major stakeholders.

The Chief Executive Officer shall:

1.        With respect to the Board:

a. Preside at all meetings of the Shareholders and at meetings of the Board when the Chairman of the Board is absent;

b. Call meetings of the Shareholders to be held at such times and at such places as the Chief Executive Officer will deem proper within the limitations prescribed by law or by these bylaws;

c. Ensure that all orders and resolutions of the Board are effectively carried out;

d. Maintain records of and certify; whenever necessary, all proceedings of the Board and the Shareholders;

2.        To have the general management and supervision, direction and control of the business and affairs of the Corporation;

3. To put the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the opinion of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for the Corporation’s shares; and subject to the instructions of the Board, to have general charge of the property of the Corporation and to supervise and manage all Officers, agents and employees of the Corporation; and

4.        To perform all other duties and carry out other responsibilities as determined by the Board.

The Board and the Chair shall periodically review the position descriptions and make any changes that they deem appropriate.

Adopted by the Board of Directors on September 25, 2018.