1. Establishment of Corporate Governance and Nominating Committee: The board of directors (the "Board") of Veresen Inc. (the "Company") hereby establishes a committee to be called the Corporate Governance and Nominating Committee.
2. Membership: The Corporate Governance and Nominating Committee shall be composed of four members or such other number as the Board may from time to time determine. One quarter of the members of the Corporate Governance and Nominating Committee shall be resident Canadians and all members shall be unrelated to the Company. Members may be appointed annually from among the members of the Board. The Chair of the Corporate Governance and Nominating Committee shall be the "Lead Director" of the Company in the event that the Chair of the Board is not an outside and unrelated director. The Chair of the Corporate Governance and Nominating Committee shall be appointed by the Board.
3.Mandate: The Corporate Governance and Nominating Committee shall, in addition to any other duties and responsibilities specifically assigned or delegated to it from time to time by the Board, have responsibility for formulating the responsibilities of the Board of the Company on corporate governance and, from time to time, shall review and make recommendations to the Board as to such matters. Specifically, the Committee shall have the authority and responsibility for:
Board Governance
(a) developing and recommending to the Board the terms of reference or mandate for the Board and a position description for the Chair of the Board and the Chair of each of the committees of the Board;
Director Nominations
(b) at least annually considering the composition, size and operation of the Board, with a view to facilitating effective decision-making;
(c) identifying and assessing new candidates for appointment or nomination for election to the Board and prior to nominating or appointing individuals as nominees:
(i) considering what competencies and skills the Board, as a whole, should possess, taking into account the competencies and skills required for a director of the Company in particular; and
(ii) assessing the competencies and skills of each existing director of the Company; and
(iii) identifying and assessing the competencies and skills, the independence, and ability to devote sufficient time and resources to his or her duties each new candidate will bring to the Board;
Board Committees
(d) identifying, evaluating and, if appropriate, recommending to the Board:
(i) appropriate committees of the Board to be established and the terms of reference or mandates for each committee and the position description for the committee Chair; and
(i) the Chair of each committee of the Board;
(e) at least annually considering the composition, size and operation of the committees of the Board and making recommendations in respect thereof;
(f) annually reviewing the mandates of the Board and its committees and recommending to the Board such amendments to those mandates as the Corporate Governance and Nominating Committee believes are necessary or desirable;
President & Chief Executive Officer and Officers
(g) develop, in consultation with the President & Chief Executive Officer, a position description for the President & Chief Executive Officer and the corporate objectives which the President & Chief Executive Officer is responsible for meeting;
(e) assessing the performance of the President & Chief Executive Officer and providing the results of such assessment to the Compensation Committee to be utilized in the determination of the compensation of the President & Chief Executive Officer;
(h) in consultation with the President & Chief Executive Officer, develop position descriptions for officers other than the President & Chief Executive Officer of the Company to define their respective goals and responsibilities;
(i) making recommendations to the Board in respect of the recruitment of a President & Chief Executive Officer of the Company and, in consultation with the President & Chief Executive Officer, the recruitment of new officers and senior employees of the Company;
Governance Disclosure
(j) reviewing and recommending for approval by the 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;
Board Assessment
(k) assessing, at least annually, the independence of each director as defined under applicable securities legislation, the effectiveness of the Board as a whole (including considering the appropriate size of the board), the committees of the Board and the contribution of individual directors and making such recommendations as the Corporate Governance and Nominating Committee may consider appropriate;
Code of Business Conduct and Ethics and Disclosure Policies
(l) developing and at least annually reviewing the Code of Business Conduct and Ethics and Disclosure Policies of the Company, and recommending to the Board the approval of the Code of Business Conduct and Ethics and Disclosure Policy and any changes thereto from time to time;
(n) monitoring the compliance by the directors, officers, employees and any other applicable persons with the Code of Business Conduct and Ethics and Disclosure Policy;
Advisors
(o) considering and, if thought fit, approving requests from directors or committees of directors for the engagement of special advisors from time to time;
Director Orientation and Education
(p) developing an orientation and education program for new directors; and
(q) developing any ongoing director education programs determined to be necessary or advisable.
4. Administrative Matters: The following general provisions shall have application to the Corporate Governance and Nominating Committee:
(a) A quorum of the Corporate Governance and Nominating Committee shall be the attendance of three members thereof present in person or by telephone. No business may be transacted by the Corporate Governance and Nominating Committee except at a meeting of its members at which a quorum of the Corporate Governance and Nominating Committee is present or by a resolution in writing signed by all the members of the Corporate Governance and Nominating Committee. Meetings of the Corporate Governance and Nominating Committee shall be held at least annually and more often as the Chair of the Corporate Governance and Nominating Committee may determine.
(b) Any member of the Corporate Governance and Nominating Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Corporate Governance and Nominating Committee as soon as such member ceases to be a director. The Board, upon recommendation of the Corporate Governance and Nominating Committee, may fill vacancies on the Corporate Governance and Nominating Committee by appointment from among its members. If and whenever a vacancy shall exist on the Corporate Governance and Nominating Committee, the remaining members may exercise all its powers so long as a quorum remains. Subject to the foregoing, each member of the Corporate Governance and Nominating Committee shall hold such office until the close of the next annual meeting of Shareholders of the Company next following the date of appointment as a member of the Corporate Governance and Nominating Committee or until a successor is duly appointed. Any member of the Board who has served as a member of the Corporate Governance and Nominating Committee may be re-appointed as a member of the Corporate Governance and Nominating Committee following the expiration of his or her term.
(c) The Corporate Governance and Nominating Committee may invite such officers, directors and employees of the Company or its subsidiaries as it may see fit from time to time to attend at meetings of the Corporate Governance and Nominating Committee and assist thereat in the discussion and consideration of the matters being considered by the Corporate Governance and Nominating Committee.
(d) The time at which and place where the meetings of the Corporate Governance and Nominating Committee shall be held and the calling of meetings and the procedure in all respects at such meetings shall be determined by the Corporate Governance and Nominating Committee, having regard to the by-laws of the Company. A meeting of the Corporate Governance and Nominating Committee may be held at any time without notice if all of the members are present or, if any members are absent, those absent have waived notice or otherwise signified their consent in writing to the meeting being held in their absence.
(e) The Chair shall preside at all meetings of the Corporate Governance and Nominating Committee. The Chair of the Corporate Governance and Nominating Committee shall have a second and deciding vote in the event of a tie. In the absence of the Chair, the other members of the Corporate Governance and Nominating Committee shall appoint one of their members to act as Chair for the particular meeting.
(f) Minutes of the Corporate Governance and Nominating Committee will be recorded and maintained and the Chair of the Corporate Governance and Nominating Committee will report to the Board on the activities of the Corporate Governance and Nominating Committee and/or minutes will be circulated to directors who are not members of the Corporate Governance and Nominating Committee or otherwise made available at a subsequent meeting of the Board.
(g) The Chair of each meeting of the Corporate Governance and Nominating Committee shall appoint a person to act as recording secretary to keep the minutes of the meeting. The recording secretary need not be a member of the Corporate Governance and Nominating Committee.
(h) The Corporate Governance and Nominating Committee shall have the authority to engage outside consultants and advisors as it determines necessary to carry out its duties. The Company shall provide appropriate funding to compensate any such consultant or advisor, as determined by the Corporate Governance and Nominating Committee in its capacity as a committee of the Board.
(i) Unless the Corporate Governance and Nominating Committee has been provided with express instructions from the Board, the Corporate Governance and Nominating Committee shall function primarily to make assessments and determinations with respect to the purposes mandated herein and its decisions shall serve as recommendations for consideration by the Board.
