GOVERNANCE COMMITTEE CHARTER
The Governance Committee (or the “Committee”) is appointed by the Board of Directors of the Corporation (the “Board”) and is responsible for assisting in fulfilling its oversight responsibilities in relation to, among other matters, the:
The Governance Committee shall report to the Board of Directors of the Corporation on a regular basis, and in any event at least annually, with an assessment of the Board of Directors’ performance and discuss the report with the full Board of Directors following the end of each fiscal year. The Committee shall prepare a report on the system of governance practices of the Corporation, and its subsidiaries and Affiliates (as defined in section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions) (the “RF Capital Group”) for inclusion in the annual report or other public disclosure documents of the Corporation. The Governance Committee shall also report to the Board of Directors of the Corporation as to the extent (if any) to which the Corporation does not comply with governance guidelines of applicable securities legislation applicable to the Corporation.
The members of the Governance Committee shall be three or more members of the Board of Directors who are appointed in each year (and may be replaced) by the Board of Directors of the Corporation. Each of the members of the Governance Committee shall satisfy the director independence standards adopted by the Board from time to time.
The Governance Committee shall:
Board Composition & Director Nominations
Effectiveness of the Board and its Committees and Directors
Director Orientation and Education
Governance and Compliance
The Governance Committee shall meet as frequently as circumstances require, but not less than two times annually. Any member of the Governance Committee may call a meeting. The quorum requirement for any meeting of the Governance Committee is a majority of the members. All members of the Governance Committee should strive to be at all meetings. The Governance Committee shall meet separately, periodically, with management and may request any officer or employee of the RF Capital Group or the RF Capital Group’s outside counsel to attend meetings of the Committee or with any members of, or advisors to, the Committee.
The Governance Committee may form and delegate authority to individual members and subcommittees where the Committee determines it is appropriate to do so.
The Committee will report regularly to the Board on all significant matters it has addressed and with respect to such other matters as are within its responsibilities.
In discharging its mandate, the Governance Committee shall have the authority to retain (and authorize the payment by the Corporation of) and receive advice from special legal or other advisors as the Committee determines to be necessary to permit and to carry out its duties.
At least annually, the Governance Committee shall, in a manner it determines to be appropriate: