The Board of Directors has four committees, the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Environmental, Health and Safety Committee.
Each of the four committees has four members, all of whom are independent directors. Each member of the Audit Committee is financially literate as defined under applicable Canadian securities legislation. Each of the four committees is responsible for reviewing and assessing the adequacy of its terms of reference on an annual basis and for making recommendations to the Board of Directors regarding any proposed amendments thereto.
Chair: Bertrand A. Valdman
Members: Rebecca A. McDonald, Maureen E. Howe and Thierry Vandal
The Audit Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for such advisors.
The Audit Committee is responsible for:
- assessing the independence of its members on at least an annual basis and for determining whether or not new members are financially literate;
- reviewing and recommending to the Board of Directors for approval, Veresen’s annual financial statements and related management’s discussion and analysis;
- reviewing Veresen’s interim financial statements and related management’s discussion and analysis;
- supervising the preparation and filing of the certification by Veresen’s officers of the annual and interim filings and financial statements of Veresen;
- reviewing and approving, as prescribed, among other things, all earnings press releases and all other financial information relating to Veresen before such information is publicly disclosed;
- recommending to the Board of Directors the auditors to be nominated for Veresen and the compensation of the auditors;
- reviewing and approving the terms of the engagement of the auditors as well as any non-audit services the auditors are to perform;
- for reviewing all audit processes and for overseeing the work of the auditors;
- interviewing the auditors independently of management and ensuring the auditors are independent of Veresen;
- reviewing Veresen’s internal control procedures to determine their effectiveness and to ensure compliance with Veresen’s policies and avoidance of conflicts of interest;
- supervising the identification and understanding of the principal risks of Veresen’s business and the oversight of management’s implementation of systems to manage these risks;
- supervising Veresen’s disclosure controls and procedures, and internal control over financial reporting; and
- establishing procedures for the receipt, retention and treatment of complaints regarding Veresen Inc.’s accounting, internal accounting controls or auditing matters.
Human Resources & Compensation
Chair: J. Paul Charron
Members: Stephen W.C. Mulherin, Henry W. Sykes and Bertrand A. Valdman
The Human Resources and Compensation Committee is responsible for:
- assisting the Board of Directors in respect of executive compensation policies and guidelines generally for Veresen Inc. and for administering Veresen’s executive compensation program;
- reviewing compensation strategies for Veresen and the structure and competitiveness of Veresen Inc.’s executive compensation program;
- assessing the performance of the officers of Veresen in fulfilling their responsibilities, other than the President and Chief Executive Officer of Veresen and meeting objectives and making recommendations to the Board of Directors regarding the compensation of those officers;
- reviewing and making recommendations to the Board of Directors regarding the compensation of the President and Chief Executive Officer of Veresen, taking into account the assessment of his performance by the Corporate Governance and Nominating Committee; and
- undertaking on behalf of the Board of Directors such other initiatives as may be necessary or desirable to assist the Board of Directors in discharging its responsibilities to ensure that the appropriate compensation policies, strategies and performance evaluations are in place and operating effectively.
Governance & Nominating
Chair: Maureen E. Howe
Members: J. Paul Charron, Robert J. Iverach, and Stephen W.C. Mulherin
The Corporate Governance and Nominating Committee is responsible for:
- developing and overseeing our corporate governance practices, monitoring the relationship between our Board and management and making appropriate recommendations to our Board,
- assessing annually the independence of each director and the effectiveness of our Board as a whole, its committees and the contributions of individual directors,
- reviewing annually the size and composition of our Board and each committee and recommending nominees for election to our Board,
- establishing objectives for the President and Chief Executive Officer and monitoring and assessing his performance against these objectives,
- reviewing and recommending for approval by our Board the descriptions contained in any public disclosure documents concerning governance matters in respect of compliance with applicable legislation, regulatory and/or stock exchange requirements and guidelines,
- considering and, if thought fit, approving requests from directors or committees for the engagement of special advisors from time to time, and
- developing an orientation and continuing education program for new directors.
Environment, Health & Safety
Chair: Henry W. Sykes
Members: Robert J. Iverach, Rebecca A. McDonald and Thierry Vandal
The Environmental, Health and Safety Committee is responsible for:
- considering and recommending policies, practices, procedures and strategies in the areas of the environment, health and safety;
- monitoring existing policies, practices and procedures to ensure compliance with applicable legislation regulating the environment, health and safety;
- considering and monitoring policies, practices and procedures to prevent loss or injury to employees, third parties and property and to minimize adverse environmental impacts;
- reviewing reports and recommendations regarding environmental, health and safety issues and risks including those related to operational process and regulatory compliance;
- reviewing material environmental, health and safety incidents and management’s approach to such incidents;
- monitoring and considering environmental, health and safety legislation on an as needed basis; and
- reporting to our Board as necessary regarding environmental, health and safety matters.
Role and Responsibilities
Each Board Committee has a “terms of reference” that details the business objectives as well as the roles and responsibilities of the committee chairs and members.
- Human Resources & Compensation
- Corporate Governance and Nominating
- Environmental, Health and Safety