Committee Charters

Morguard Corporation has four Board committees: Audit; Investment; Human Resources,Compensation and Pension; and Corporate Governance and Nominating.

Audit Committee

The Audit Committee assists the Board in fulfilling its financial oversight responsibilities. The Audit Committee reviews the financial statements, the adequacy and effectiveness of the system of internal controls, the financial reporting process and management of financial risks, the nature and scope of the audit process as proposed by the auditor and the Corporation's disclosure controls and procedures. The roles and responsibilities of the Audit Committee are specifically defined so as to provide appropriate guidance to committee members as to their duties. The Committee provides and facilitates communication between the Corporation's internal and external auditors and the Board to discuss and review specific issues as appropriate. The committee is also responsible for the insurance, enterprise risk management and environmental management programs of the Corporation. The Audit Committee is composed entirely of independent Directors.

Download the Terms of Reference for the Audit Committee.pdf


Investment Committee

It is the duty of the Investment Committee to review, and as applicable, authorize and approve all acquisitions, dispositions, investments and borrowings of the Corporation (the "Proposals") in excess of $10 million and make recommendations in connection therewith to the Board where such Proposals exceed 10 percent of the book equity of the Corporation.

Download the Terms of Reference for the Investment Committee.pdf


Human Resources, Compensation and Pension Committee

The purpose of the Compensation Committee is to assist the directors in fulfilling their obligations relating to human resources, compensation and pension matters and to establish a plan of continuity and development of senior management. Additionally, the Compensation Committee is responsible for monitoring conflicts of interest, reviewing and approving the Corporation's Code of Conduct and obtaining assurances that the Corporation has processes in place to ensure adherence to the Code of Conduct.

Each of the Compensation Committee members has direct experience relevant to their responsibilities in overseeing the executive compensation program and pension. With collective professional experience in areas including law, accounting, business, human resources, compensation, finance, strategy, pension and risk management, the Compensation Committee members have the requisite knowledge and expertise to make informed decisions on compensation matters.

Download the Terms of Reference for the Human Resources, Compensation and Pension Committee.pdf


Corporate Governance and Nominating Committee

The purpose of the Corporate Governance and Nominating Committee is to provide a focus on governance that will enhance the Corporation's performance. The Committee is also responsible for advising and assisting the Board in applying governance principles and practices; monitoring developments in corporate governance and adapting best practices to the needs and circumstances of the Corporation; and reviewing shareholder proposals and recommending to the Board responses to these proposals.

The Committee has the responsibility to develop a long-term plan for Board composition and propose nominees that takes into consideration the current strengths, skills and experience on the Board, retirement dates, and the strategic direction of the Corporation; monitor and make recommendations regarding the orientation, education and ongoing development of directors; and review the Corporation's structures and procedures to ensure the directors function independently of management.

Download the Terms of Reference for the Corporate Governance and Nominating Committee.pdf



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