Board Diversity Policy

BOARD DIVERSITY POLICY

This policy expresses our approach to achieving and maintaining diversity on our Board of Directors (the “Board”).

Our fundamental view is that all decisions to nominate an individual to be a member of our Board should be based on merit.  In each decision, we are committed to selecting the best person to ensure that the Board includes individuals with all the necessary expertise and experience to fulfill the mandate of our Board.

As an adjunct to our fundamental view, we recognize that diversity in the profiles of our Board members is important to ensure that the composition of our Board provides range in its perspectives, enhances societal norms, provides fair opportunity, and reflects our society broadly, all within the context of achieving effective stewardship and management.

In selecting qualified candidates for nomination as a director of the Company, where possible within the constraints of our fundamental principle, a wide range of diversity criteria will be considered, including without limitation, gender, age, ethnicity, experience and culture.

Our Corporate Governance and Nominating Committee (the “Committee”) will strive to attain a diversity of background for our Board.  Our candidate search protocols will include, in addition to the identified required expertise and experience, diversity in all attributes that promote the widest perspective from the group of individuals that comprise our Board.

We recognize that, among other attributes, gender is a significant aspect of diversity and we acknowledge the important role that women, with appropriate and relevant skills and experience, can play in contributing to effective governance.

In order to promote the specific objective of gender diversity, the selection process for Board nominees will involve the following steps:

• a heightened focus on identifying potential candidates who will increase the gender diversity of the Board; and
• if, at the end of the selection process, a candidate who increases gender diversity is not selected, the Board must be satisfied that there are objective reasons to support its determination.

In its annual consideration of Board nominees, the Committee will discuss and measure its progress in achieving diversity on the Board and, where appropriate, make recommendations to the Board in that regard.

The Board’s aspirational goal is to ensure that by the completion of the Company’s annual general meeting in 2021 at least 20 per cent of the members of the Board are women.

The Committee may engage an executive search firm to help meet diversity objectives and develop recruitment protocols that seek to include diverse candidates, recognizing that qualified candidates may be found in a broad array of organizations in addition to the Company’s network of individuals and organizations.  The mandate of any such engagement will include the steps outlined in this policy to promote the objective of gender diversity.

Management shall have reference to the objectives of this policy in selecting and assessing candidates for appointment to our senior executive team and in presenting recommendations to our Board regarding appointments to that team.  Our Board will consider diversity and the objectives of this policy when considering those recommendations.

In order to facilitate gender diversity in management and leadership roles, management shall, to the extent possible:

• establish gender diversity as a cultural priority across the organisation
• implement policies that identify and address impediments to gender diversity in the workplace;
• regularly review the proportion of women at all levels of the Company; and
• monitor effectiveness of, and continue to expand on, initiatives designed to identify, support and develop talented women with leadership potential.

Adopted: May 4, 2018