The Chair of the Board (the "Chair") of Veresen Inc. (the "Company") is appointed by the board of directors of the Company (the "Board") at the first meeting of the Board following the annual meeting of shareholders of the Company (the "Shareholders").
Responsibilities
The Chair shall:
a) In consultation with the President and Chief Executive Officer, and the Secretary of the Company, determine the dates and locations of meetings of the Board and the Shareholders.
b) Require the Board to meet at least five times annually and as many additional times as necessary for the Board to carry out its duties and responsibilities effectively.
c) Ensure that all business that is required to be brought before a meeting of Shareholders is brought before a meeting of Shareholders.
d) In consultation with the President and Chief Executive Officer, and the Secretary of the Company, review the meeting agendas to ensure all required business is brought before the Board to enable the Board to carry out its duties and responsibilities.
e) Except as otherwise provided in the By-Laws of the Company, attend all meetings of the Board and the Shareholders.
f) Ensure the Board has the opportunity to meet separately without management present at all meetings.
g) Provide leadership to enable the Board to act as an effective team in carrying out its duties and responsibilities as set out in the Terms of Reference of the Board.
h) Provide advice, counsel and mentorship to the President and Chief Executive Officer and fellow members of the Board.
