TIM HORTONS INC. DISCLOSURE COMMITTEE CHARTER. Adopted October 27, 2009 (Most Recently Revised: November 2013)

Size: px
Start display at page:

Download "TIM HORTONS INC. DISCLOSURE COMMITTEE CHARTER. Adopted October 27, 2009 (Most Recently Revised: November 2013)"

Transcription

1 TIM HORTONS INC. DISCLOSURE COMMITTEE CHARTER Adopted October 27, 2009 (Most Recently Revised: November 2013) The Corporation s objective is to provide accurate and complete information to shareholders and the investment community that fairly presents the Corporation s financial condition and results of operations, as well as other material information, in all material respects in compliance with all requirements of applicable securities laws and the New York Stock Exchange and Toronto Stock Exchange. In order to assist the Chief Executive Officer and Chief Financial Officer (the CEO/CFO ) in the discharge of their express responsibility to design, establish, maintain, review and evaluate the Corporation s disclosure controls and procedures, the Corporation has established a Disclosure Committee (collectively and individually, the Committee ). As used herein, the phrase disclosure controls and procedures means controls and other procedures that are designed so that the information required to be disclosed in reports filed with the Securities and Exchange Commission (the SEC ) and Canadian securities regulators (together with the SEC, the Regulators ) is recorded, processed, summarized and reported accurately and within the time periods specified in applicable securities legislation. The Corporation s identified disclosure controls and procedures are set forth in the disclosure checklists ( Disclosure Checklists ) described in the Corporation s Disclosure Controls and Procedures Policy (the DCP Policy ). I. Purpose The purpose of the Committee is to assist the Corporation in fulfilling its disclosure objective (as stated above) and to assist the CEO/CFO in the discharge of their responsibility to design, establish, maintain, review and evaluate the Corporation s disclosure controls and procedures. II. Committee Members The members of the Committee shall be determined by the CEO/CFO from time to time and be reviewed on an annual basis. Notwithstanding the foregoing, the composition of the Committee shall at all times include the CFO and a senior member of the Legal Department. The CEO/CFO may designate one or more officers or employees of the Corporation as alternate members of the Committee, who may replace any absent or disqualified member at any meetings of the Committee. Other employees of the Corporation whose functional areas could materially affect the Corporation s financial condition and results of operations will be asked to review sections of draft reports and participate in discussions of disclosure controls and procedures, where appropriate. The Corporation s CFO shall serve as Chair of the Committee and be responsible for updating and informing the CEO should he or she be unable to attend. The current members of the Committee are set forth on Schedule A, attached hereto. If special circumstances require response or action such that it is not practicable to convene a meeting of the Committee where a meeting would otherwise be called for under this Charter, the CEO/CFO may assume any or all of the responsibilities of the Committee identified in this LEGAL-#7003-v12-Amended_and_Restated_Disclosure_Committee_Charter.doc

2 Charter, provided that a representative of the Legal Department and, if applicable, the Corporate, Public and Government Affairs Department has been consulted and advised that such action by the CEO/CFO is appropriate under the circumstances. III. Responsibilities of the Committee The Committee shall assist the CEO/CFO in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by the Corporation by being responsible for the following tasks, in each case subject to the supervision and oversight of the CEO/CFO: Design, establish, review, evaluate and revise as necessary the disclosure controls and procedures, which may include procedures currently used by the Corporation, that are created such that: (i) the information required by the Corporation to be disclosed to the Regulators and other written information that the Corporation will disclose to the investment community, is recorded, processed, assessed and reported accurately and on a timely basis, and (ii) the information is accumulated and communicated to the Corporation s management, including the CEO/CFO, as appropriate, to allow timely decisions regarding such required disclosure; Monitor the integrity and effectiveness of the Corporation s disclosure controls and procedures; Review and comment on the Corporation s: (i) periodic and current reports, proxy circulars (proxy statements), material change reports, information statements, registration statements, business acquisition reports and any other information filed with the Regulators, (ii) news releases containing financial information, earnings releases, earnings guidance, information about material acquisitions or dispositions or other information material to the Corporation s security holders, (iii) correspondence containing financial information broadly disseminated to the public, and (iv) disclosure policies for financial information displayed on the Corporation s website, conference call scripts, management presentations, and other matters addressed by the Corporation s Disclosure Policy; Evaluate the integrity and effectiveness of the Corporation s disclosure controls and procedures prior to the filing of each quarterly and annual report with the Regulators; and Discuss with the CEO/CFO all relevant information concerning the Committee s proceedings, the preparation of regulatory filings and other disclosure documents as set forth above and the Committee s evaluation of the effectiveness of the Corporation s disclosure controls and procedures. The Committee shall also have such other responsibilities as the CEO/CFO may assign to it from time to time. Disclosure Control Considerations The Committee shall base its review, evaluation and revision (as and when necessary) of the disclosure controls and procedures on the following factors: 2

3 Control Environment: The directives of the Board and Audit Committee; the integrity and ethical values of the Corporation s officers and employees, including the tone at the top ; the Corporation s Standards of Business Practices and the Directors Code of Conduct; and the philosophy and operating style of management, including how employees are organized and how authority is delegated. Risk Assessment: The identification and analysis of relevant risks to achieving the goal of accurate and timely disclosure, forming a basis for determining how the risks should be managed. Control Activities: The procedures designed so that necessary actions are taken to address and handle risks to achievement of disclosure objectives. Information and Communication: The accumulation, delivery and communication of financial information throughout (i.e., up, down and across) the organization. Monitoring: The assessment of the design and effectiveness of the financial reporting systems over time through ongoing monitoring and separate evaluations, including through regular management supervision and reporting of deficiencies upstream. The members of the Committee are charged with these responsibilities as ongoing; nothing in this Charter is intended to suggest that the discharge of responsibilities is dependent upon or limited to formal meetings of the Committee or that every member of the Committee must be involved in the discharge of all of the responsibilities hereunder. Rather, each member is charged with the discharge of these responsibilities according to his or her expertise and area of accountability, as and where appropriate to specific disclosure documents particularly and to disclosure controls and procedures generally; provided, however, that the Legal Department must be consulted in connection with all significant disclosure matters, including but not limited to those containing financial information, and all significant considerations in connection with disclosure controls and procedures, as described in the DCP Policy, in accordance with the terms of the Disclosure Policy, and/or otherwise. In fulfilling these duties and responsibilities as part of their job functions, individual members of the Committee may consult with one or more other members of the Committee or other persons, as needed. Further, any member of the Committee may bring any matter within the duties and responsibilities of the Committee, whether being performed by one or more of the members of the Committee, or others, to the attention to the full Committee for consideration. IV. Committee Operations In discharging its duties, the Committee shall act in accordance with the Corporation s DCP Policy and Disclosure Policy and shall have full access to all Corporation books, records, facilities and personnel, including the internal auditors. Members of the Committee will include accountants, lawyers or holders of advanced degrees (e.g., MBA) and others who are or become familiar with disclosure requirements and have expertise regarding the Regulators disclosure regulations. 3

4 Members of the Committee will monitor the disclosures made by other companies in the same industry, research analysts reports and media commentary on the Corporation s disclosures. One of the members of the Committee shall oversee and document compliance with the timelines and responsibilities described in the Disclosure Checklists. One or more members of the Committee shall coordinate drafting of the annual report, quarterly reports, and other disclosure documents. Such individual(s) shall be, together with such other persons as the Committee shall designate, responsible for integrating the sections of each report prepared by the various preparers into a complete document and obtaining, coordinating and incorporating comments on initial and subsequent drafts from internal and external reviewers. Where appropriate, the Committee may require that the person(s) responsible for drafting the disclosure documents provide and maintain appropriate evidence that substantiates the accuracy of the statements made, including that there are no omissions that make statements made in disclosure documents misleading. If any information is provided to the Committee that is inconsistent with the understanding or expectations of others involved in the process, supporting materials should be produced and evaluated. Notwithstanding anything herein that may be construed to the contrary, the full Committee shall convene quarterly meetings to review, before they are filed with any Regulator or otherwise publicly disclosed, the quarterly Form 10-Q reports, annual Form 10-K reports and certain information contained in the proxy circular (proxy statement), but shall not be required to meet to consider other disclosure documents such as news releases, earnings releases, call scripts, and other public disclosures (including material change reports, business acquisition reports, and most disclosures included in the proxy circular (proxy statement)), which may be handled by one or more of the members of the Committee, as part of their specific expertise and their job function, and/or designees; provided, however, any matter in connection with any such other public disclosure, or other disclosure consideration, that a member of the Committee would like to bring before the entire Committee for consideration, may properly come before the Committee at the request of one or more members. In addition, notwithstanding anything in the foregoing to the contrary, the Legal Department must be consulted in connection with all significant disclosure matters, including but not limited to those containing financial information, and all significant considerations in connection with disclosure controls and procedures, as described in the DCP Policy, in accordance with the terms of the Disclosure Policy, and/or otherwise. One or more members of the Committee will be responsible for initially assessing compliance with each disclosure requirement imposed by applicable Regulators rules and forms, as well as with comment letters previously issued by the Regulators to the Corporation. The Committee will communicate through various means to raise and discuss various disclosure questions, including , telephone calls and, where necessary or useful, in meetings of all or part of the Committee and may include non-committee personnel in its deliberations or meetings. Meetings of the full Committee shall be held not less frequently than quarterly for discussion of appropriate matters given its purpose, duties and responsibilities set forth in this Charter, including but not necessarily limited to: discussing disclosures contained in, and matters before the Committee for consideration of disclosure in, quarterly reports on Form 10-Q, the annual report on 4

5 Form 10-K, certain proxy circular (proxy statement) information, other regulatory filings, or other disclosure documents (including material change reports and business acquisition reports) that are presented to the full Committee for review; discussing material developments and trends in the Corporation s business since the Corporation s last annual or quarterly report filing; and discussing any areas of particular risk and sensitivity that the Committee feels warrant special care and attention, including but not limited to any matter that has been disclosed as part of the disclosure controls and procedures undertaken in connection with the regulatory filing under consideration, or otherwise. The Committee will operate in an open environment where questions and discussion are encouraged. Drafts of disclosure documents will be circulated in advance of the intended filing dates to the Committee and to the external auditors and, if directed by the Legal Department, to outside counsel, when considered appropriate or useful, and any comments or questions raised will be addressed by the Committee or by one or more members of the Committee, as appropriate. There will be no substantive limitations on the use of: (i) the external auditors (within the parameters of the Audit Committee s Pre-Approval Policy and subject to maintaining attorneyclient privilege, as and when appropriate, as determined by the Legal Department), or (ii) if directed by the Legal Department, outside counsel, both of the foregoing at any point in the Committee s proceedings. In accordance with the foregoing, significant or potentially significant matters will be discussed with the external auditors and, if applicable, external legal counsel, by the Committee or by one or more members of the Committee, as appropriate. New disclosure requirements will be communicated to the members of the Committee. This Charter was amended, reviewed, and initially approved by the Audit Committee at its October 27, 2009 meeting. This Charter was most recently revised on November 6, 2013, and was deemed consistent with the Audit Committee s established disclosure and other principles. 5

6 Schedule A Committee Members Cynthia J. Devine, Chair...Chief Financial Officer Marc Caira...President and Chief Executive Officer Jill E. Aebker...Executive Vice President, General Counsel and Secretary Michelle Wettlaufer...Vice President, Corporate Finance Scott Bonikowsky...Vice President, Corporate, Public and Government Affairs Mike Myskiw...Vice President, Tax and Treasurer Patrick McGrade...Vice President and Associate General Counsel, Enterprise Shawn Mankikar...Senior Director, Internal Audit Caroline Cook...Senior Corporate Counsel and Assistant Secretary Yin Wong...Director, Financial Reporting Jeff Codispodi...Senior Manager, Investor Relations 6

CORPORATE GOVERNANCE POLICY AND PROCEDURES DISCLOSURE CONTROLS

CORPORATE GOVERNANCE POLICY AND PROCEDURES DISCLOSURE CONTROLS FINAL CORPORATE GOVERNANCE POLICY AND PROCEDURES DISCLOSURE CONTROLS Policy It is the policy ( Disclosure Controls Policy ) of Memorial Resource Development Corp. (the Company ) that the Company shall

More information

VIRTU FINANCIAL, INC. DISCLOSURE COMMITTEE CHARTER. (adopted by the Board of Directors on April 3, 2015)

VIRTU FINANCIAL, INC. DISCLOSURE COMMITTEE CHARTER. (adopted by the Board of Directors on April 3, 2015) VIRTU FINANCIAL, INC. DISCLOSURE COMMITTEE CHARTER (adopted by the Board of Directors on April 3, 2015) I. Purpose The Disclosure Committee (the Committee ) of Virtu Financial, Inc., a Delaware corporation

More information

Version 4 Type Charter. Printed copies are for reference only. Please refer to the electronic copy for the latest version.

Version 4 Type Charter. Printed copies are for reference only. Please refer to the electronic copy for the latest version. STL-DISC-CH-01 - SunTrust Banks, Inc. Disclosure Committee Charter Committee Name Disclosure Committee Issued By Legal Department Approvals Ray Fortin Version 4 Type Charter Effective Date 04/15/2003 Last

More information

STL-DISC-CH-01 - SunTrust Banks, Inc. Disclosure Committee Charter

STL-DISC-CH-01 - SunTrust Banks, Inc. Disclosure Committee Charter STL-DISC-CH-01 - SunTrust Banks, Inc. Disclosure Committee Charter Committee Name Disclosure Committee Issued By Legal Department Approvals Disclosure Committee Version 6 Type Charter Effective Date 04/15/2003

More information

DISCLOSURE CONTROLS AND PROCEDURES OF CLARCOR INC. These Disclosure Controls and Procedures have been designed with the objective of ensuring that:

DISCLOSURE CONTROLS AND PROCEDURES OF CLARCOR INC. These Disclosure Controls and Procedures have been designed with the objective of ensuring that: DISCLOSURE CONTROLS AND PROCEDURES OF CLARCOR INC. Objectives These Disclosure Controls and Procedures have been designed with the objective of ensuring that: corporate disclosure is accurate in all material

More information

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC.

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC. CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC. Adopted September 28, 2009 (Most Recently Amended: November 2011) This Charter identifies the

More information

COMPENSATION COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER COMPENSATION COMMITTEE CHARTER PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Elevate Credit, Inc., a Delaware corporation (the Company ), is appointed by

More information

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. VALEANT PHARMACEUTICALS INTERNATIONAL, INC. 1. PURPOSE CHARTER OF THE AUDIT AND RISK COMMITTEE The (the Committee ) of Valeant Pharmaceuticals International, Inc. ( Valeant ) is appointed by the board

More information

TRUPANION, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. As adopted June 13, 2014

TRUPANION, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. As adopted June 13, 2014 TRUPANION, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS As adopted June 13, 2014 I. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of

More information

CHARTER OF THE HUMAN RESOURCE AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC.

CHARTER OF THE HUMAN RESOURCE AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC. CHARTER OF THE HUMAN RESOURCE AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC. Adopted September 28, 2009 (Most Recently Amended: May 8, 2013) This Charter identifies the purpose,

More information

TANGER FACTORY OUTLET CENTERS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (adopted with amendments through October 28, 2013)

TANGER FACTORY OUTLET CENTERS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (adopted with amendments through October 28, 2013) TANGER FACTORY OUTLET CENTERS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (adopted 2-24-04 with amendments through October 28, 2013) 1. PURPOSE. The purpose of the Audit Committee (the Committee

More information

AUDIT COMMITTEE CHARTER of the Audit Committee of Puma Biotechnology, Inc.

AUDIT COMMITTEE CHARTER of the Audit Committee of Puma Biotechnology, Inc. AUDIT COMMITTEE CHARTER of the Audit Committee of Puma Biotechnology, Inc. This Audit Committee Charter (this Charter ) was adopted by the Board of Directors (the Board ) of Puma Biotechnology, Inc. (the

More information

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER PURPOSE The Nominating and Corporate Governance Committee (the Committee ) of the Board of Directors (the Board ) of Elevate Credit, Inc., a Delaware

More information

INDEPENDENCE HOLDING COMPANY CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

INDEPENDENCE HOLDING COMPANY CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS INDEPENDENCE HOLDING COMPANY CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board

More information

AUDIT COMMITTEE CHARTER of the Audit Committee of ACCURAY INCORPORATED. (As amended and restated by the Board of Directors effective July 1, 2016)

AUDIT COMMITTEE CHARTER of the Audit Committee of ACCURAY INCORPORATED. (As amended and restated by the Board of Directors effective July 1, 2016) AUDIT COMMITTEE CHARTER of the Audit Committee of ACCURAY INCORPORATED (As amended and restated by the Board of Directors effective July 1, 2016) I. Purpose The purpose of the Audit Committee (the Committee

More information

CARDINAL HEALTH, INC. DISCLOSURE COMMITTEE CHARTER Amended and Restated May 3, 2011

CARDINAL HEALTH, INC. DISCLOSURE COMMITTEE CHARTER Amended and Restated May 3, 2011 CARDINAL HEALTH, INC. DISCLOSURE COMMITTEE CHARTER Amended and Restated May 3, 2011 This Disclosure Committee (the "Committee") Charter (the "Charter") has been approved by the Audit Committee of the Board

More information

VEECO INSTRUMENTS INC. CHARTER OF THE AUDIT COMMITTEE

VEECO INSTRUMENTS INC. CHARTER OF THE AUDIT COMMITTEE VEECO INSTRUMENTS INC. CHARTER OF THE AUDIT COMMITTEE PURPOSE The Audit Committee of Veeco Instruments Inc. (the Company ) shall assist the Company's Board of Directors with the Board's oversight of the

More information

CIT Group Inc. Charter of the Audit Committee of the Board of Directors. Adopted by the Board of Directors October 22, 2003

CIT Group Inc. Charter of the Audit Committee of the Board of Directors. Adopted by the Board of Directors October 22, 2003 Last Amended: May 9, 2017 Last Ratified: May 9, 2017 CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted by the Board of Directors October 22, 2003 I. PURPOSE The purpose of

More information

FRANKLIN RESOURCES, INC. AUDIT COMMITTEE CHARTER. 1. Purpose. The purpose of the Audit Committee (the Committee ) is to:

FRANKLIN RESOURCES, INC. AUDIT COMMITTEE CHARTER. 1. Purpose. The purpose of the Audit Committee (the Committee ) is to: FRANKLIN RESOURCES, INC. AUDIT COMMITTEE CHARTER This Audit Committee Charter (the Charter ) has been adopted by the Board of Directors (the Board ) of Franklin Resources, Inc. (the Company ) in connection

More information

NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE CHARTER The Compensation and Nomination Committee (the Committee ) of the board of directors (the Board ) of

More information

ANNEX A. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NEXSTAR BROADCASTING GROUP, INC. (As Adopted on January 15, 2004) 1

ANNEX A. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NEXSTAR BROADCASTING GROUP, INC. (As Adopted on January 15, 2004) 1 ANNEX A CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NEXSTAR BROADCASTING GROUP, INC. (As Adopted on January 15, 2004) 1 The Board of Directors ( Board ) of Nexstar Broadcasting Group, Inc.

More information

CoreLogic, Inc. AUDIT COMMITTEE CHARTER

CoreLogic, Inc. AUDIT COMMITTEE CHARTER CoreLogic, Inc. AUDIT COMMITTEE CHARTER (As amended, effective December 6, 2016) The Board of Directors ( Board ) of CoreLogic, Inc. ( Company ) has adopted this charter for its Audit Committee (the Committee

More information

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. Amended and restated as of March 1, 2018

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. Amended and restated as of March 1, 2018 SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER Amended and restated as of March 1, 2018 Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board )

More information

GREENWOOD HALL, INC.

GREENWOOD HALL, INC. I. PURPOSE This Charter governs the operations and organization of the Audit Committee (the Committee ) of Greenwood Hall, Inc. (the Company ). The Committee is created by the Board of Directors of the

More information

CARDINAL HEALTH, INC. DISCLOSURE COMMITTEE CHARTER Amended and Restated May 8, 2013

CARDINAL HEALTH, INC. DISCLOSURE COMMITTEE CHARTER Amended and Restated May 8, 2013 CARDINAL HEALTH, INC. DISCLOSURE COMMITTEE CHARTER Amended and Restated May 8, 2013 This Disclosure Committee (the "Committee") Charter (the "Charter") has been approved by the Audit Committee of the Board

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER Mission Statement The primary purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Alcoa Corporation (the Company ) is: (A) to assist the Board

More information

The Cooper Companies, Inc. Audit Committee Charter

The Cooper Companies, Inc. Audit Committee Charter The Cooper Companies, Inc. Audit Committee Charter Revision History DATE REVISION 16 Dec 2003 Original Approval and Adoption 14 Dec 2006 Updated to include Internal Audit Oversight 27 Oct 2011 Updated

More information

INVESCO LTD. AUDIT COMMITTEE CHARTER

INVESCO LTD. AUDIT COMMITTEE CHARTER INVESCO LTD. AUDIT COMMITTEE CHARTER This Audit Committee Charter (the Charter ) has been adopted by the Board of Directors (the Board ) of Invesco Ltd. (the Company ) in connection with its oversight

More information

LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES

LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES The Nominating and Governance Committee of the Board of Directors (the Board ) has developed, and the Board has adopted, the following

More information

Norwegian Cruise Line Holdings Ltd. Audit Committee Charter

Norwegian Cruise Line Holdings Ltd. Audit Committee Charter Norwegian Cruise Line Holdings Ltd. Audit Committee Charter The Board of Directors of Norwegian Cruise Line Holdings Ltd. (the Company ), has adopted this charter (this Charter ) of the Audit Committee

More information

Dell Technologies Inc. Corporate Governance Principles. Ethics and Values. Roles of Board and Management

Dell Technologies Inc. Corporate Governance Principles. Ethics and Values. Roles of Board and Management Dell Technologies Inc. Corporate Governance Principles The Board of Directors (the "Board") of Dell Technologies Inc. ("the Company") is committed to the achievement of business success and the enhancement

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER Amended and Restated Charter AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PFSWEB, INC. (AS OF MAY 3, 2016) PURPOSE The Audit Committee (the Committee

More information

CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER CAPSTONE INFRASTRUCTURE CORPORATION MARCH 2018

CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER CAPSTONE INFRASTRUCTURE CORPORATION MARCH 2018 CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER CAPSTONE INFRASTRUCTURE CORPORATION MARCH 2018 CAPSTONE INFRASTRUCTURE CORPORATION CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER The term Corporation

More information

CELESTICA INC. BOARD OF DIRECTORS MANDATE

CELESTICA INC. BOARD OF DIRECTORS MANDATE CELESTICA INC. BOARD OF DIRECTORS MANDATE 1. MANDATE 1.1 In adopting this mandate: the Board of Directors (the Board ) of Celestica Inc. ( Celestica, or the corporation ) acknowledges that the mandate

More information

Charter Audit and Finance Committee Time Warner Inc.

Charter Audit and Finance Committee Time Warner Inc. Charter Audit and Finance Committee Time Warner Inc. The Board of Directors of Time Warner Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries) has adopted this

More information

PINNACLE FOODS INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

PINNACLE FOODS INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER PINNACLE FOODS INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Revised as of February 14, 2018) I. PURPOSE The Audit Committee (the Committee ) shall: A. Provide assistance to the Board of Directors

More information

Brown & Brown, Inc. AUDIT COMMITTEE CHARTER

Brown & Brown, Inc. AUDIT COMMITTEE CHARTER Brown & Brown, Inc. AUDIT COMMITTEE CHARTER I. Organization and Purpose of the Audit Committee The Audit Committee (the "Committee") is a committee of the Board of Directors ("Board") of Brown & Brown,

More information

ADOBE SYSTEMS INCORPORATED. Charter of the Audit Committee of the Board of Directors

ADOBE SYSTEMS INCORPORATED. Charter of the Audit Committee of the Board of Directors ADOBE SYSTEMS INCORPORATED Charter of the Audit Committee of the Board of Directors I. PURPOSE This Charter specifies the scope of the responsibilities of the Audit Committee (the Committee ) of the Board

More information

4. To act as the audit committee for any federally chartered Canadian financial institution beneficially owned by the Bank as determined by the Board.

4. To act as the audit committee for any federally chartered Canadian financial institution beneficially owned by the Bank as determined by the Board. CHARTER AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE BANK OF NOVA SCOTIA The Audit Committee of the Board of Directors (the Committee ) has the responsibilities and duties as outlined below: AUDIT

More information

ALIBABA GROUP HOLDING LIMITED AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. (Adopted on September 2, 2014 by the Board of Directors)

ALIBABA GROUP HOLDING LIMITED AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. (Adopted on September 2, 2014 by the Board of Directors) I. PURPOSE ALIBABA GROUP HOLDING LIMITED AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Adopted on September 2, 2014 by the Board of Directors) The Audit Committee (the Committee ) of Alibaba Group

More information

Amended and Restated Charter of the Audit Committee of the Board of Directors of Sally Beauty Holdings, Inc.

Amended and Restated Charter of the Audit Committee of the Board of Directors of Sally Beauty Holdings, Inc. Amended and Restated Charter of the Audit Committee of the Board of Directors of Sally Beauty Holdings, Inc. As Adopted by the Board of Directors August 27, 2012 This Charter sets forth, among other things,

More information

Audit Committee Charter Tyson Foods, Inc.

Audit Committee Charter Tyson Foods, Inc. Approved by the Audit Committee on 8/2/17 Approved by the Board of Directors on 8/10/17 Audit Committee Charter Tyson Foods, Inc. I. PURPOSE The primary function of the Audit Committee (the "Committee")

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors (the "Board") of Conduent Incorporated (the Company ) shall be to assist in Board oversight

More information

CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC.

CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. (Effective July 1, 2017)

More information

HORIZON PHARMA PUBLIC LIMITED COMPANY CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

HORIZON PHARMA PUBLIC LIMITED COMPANY CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS HORIZON PHARMA PUBLIC LIMITED COMPANY CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY AMENDED EFFECTIVE: MAY 3, 2018 The primary purpose of the

More information

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER PURPOSE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER The Corporate Governance and Nominating Committee is a standing committee appointed by the Board of Directors of DataWind Inc. The Committee

More information

ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) AUDIT AND RISK COMMITTEE TERMS OF REFERENCE

ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) AUDIT AND RISK COMMITTEE TERMS OF REFERENCE ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) AUDIT AND RISK COMMITTEE TERMS OF REFERENCE APPROVED BY THE BOARD OF DIRECTORS ON 16 FEBRUARY 2018 1. INTRODUCTION AND PURPOSE

More information

STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS

STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS FUNCTION AND PURPOSE The function and purpose of the Compensation, Governance and Nominating

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION CHARTER THE COMPENSATION COMMITTEE THE BOARD DIRECTORS KAISER ALUMINUM CORPORATION Purposes The Compensation Committee of the Board of Directors of the Company establishes and administers the Company s

More information

CBS CORPORATION AUDIT COMMITTEE CHARTER

CBS CORPORATION AUDIT COMMITTEE CHARTER CBS CORPORATION AUDIT COMMITTEE CHARTER Purpose The Audit Committee is established by the Board of Directors for the purpose of overseeing the accounting and financial reporting processes of the Company

More information

THE BANK OF NOVA SCOTIA. Corporate Governance Policies

THE BANK OF NOVA SCOTIA. Corporate Governance Policies Corporate Governance Policies June 2017 PAGE 1 Introduction Corporate governance refers to the oversight mechanisms and the way in which The Bank of Nova Scotia (the Bank ) is governed. The Board of Directors

More information

HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER

HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER January 1, 2018 CAN_DMS: \106676462\21 HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER Introduction The Human Resources & Compensation Committee (the Committee

More information

AUDIT AND FINANCE COMMITTEE TERMS OF REFERENCE

AUDIT AND FINANCE COMMITTEE TERMS OF REFERENCE AUDIT AND FINANCE COMMITTEE Reviewed and approved by the Governance Committee: May 20, 2014 Reviewed and approved by the Audit and Finance Committee: May 20, 2014 Reviewed and Approved by the Board of

More information

EXPRESS SCRIPTS HOLDING COMPANY AUDIT COMMITTEE CHARTER. Adopted December 14, 2011, as amended as of September 7, 2016

EXPRESS SCRIPTS HOLDING COMPANY AUDIT COMMITTEE CHARTER. Adopted December 14, 2011, as amended as of September 7, 2016 EXPRESS SCRIPTS HOLDING COMPANY AUDIT COMMITTEE CHARTER Adopted December 14, 2011, as amended as of September 7, 2016 The Board of Directors (the Board ) of Express Scripts Holding Company (the Company

More information

E*TRADE Financial Corporation a Delaware corporation (the Company ) Audit Committee Charter (as of May 10, 2018)

E*TRADE Financial Corporation a Delaware corporation (the Company ) Audit Committee Charter (as of May 10, 2018) E*TRADE Financial Corporation a Delaware corporation (the Company ) Audit Committee Charter (as of May 10, 2018) A. Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors

More information

CHARTER of the AUDIT COMMITTEE of DOVER CORPORATION

CHARTER of the AUDIT COMMITTEE of DOVER CORPORATION CHARTER of the AUDIT COMMITTEE of DOVER CORPORATION The Board of Directors of Dover Corporation (the Company ) has adopted and approved this Charter, setting forth the purpose, responsibilities, authority

More information

CHARTER THE BANK OF NOVA SCOTIA AUDIT AND CONDUCT REVIEW COMMITTEE OF THE BOARD

CHARTER THE BANK OF NOVA SCOTIA AUDIT AND CONDUCT REVIEW COMMITTEE OF THE BOARD CHARTER THE BANK OF NOVA SCOTIA AUDIT AND CONDUCT REVIEW COMMITTEE OF THE BOARD The Audit and Conduct Review Committee of the Board of Directors (the Committee ) has the responsibilities and duties as

More information

CHARTER of the AUDIT COMMITTEE of APERGY CORPORATION

CHARTER of the AUDIT COMMITTEE of APERGY CORPORATION CHARTER of the AUDIT COMMITTEE of APERGY CORPORATION The Board of Directors (the Board ) of Apergy Corporation (the Company ) has adopted and approved this Charter, setting forth the purpose, responsibilities,

More information

PART I MANDATE AND RESPONSIBILITIES

PART I MANDATE AND RESPONSIBILITIES September 29, 2017 EMERA INCORPORATED Committee Purpose PART I MANDATE AND RESPONSIBILITIES The Nominating and Corporate Governance Committee is a committee of the Board of Directors of Emera Incorporated

More information

TEEKAY TANKERS LTD. AUDIT COMMITTEE CHARTER

TEEKAY TANKERS LTD. AUDIT COMMITTEE CHARTER TEEKAY TANKERS LTD. AUDIT COMMITTEE CHARTER Purpose and Authority: The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Teekay Tankers Ltd., a Marshall Islands corporation (the

More information

AUDIT COMMITTEE CHARTER of the Audit Committee of New Oriental Education & Technology Group Inc.

AUDIT COMMITTEE CHARTER of the Audit Committee of New Oriental Education & Technology Group Inc. AUDIT COMMITTEE CHARTER of the Audit Committee of New Oriental Education & Technology Group Inc. This Audit Committee Charter (the Audit Committee Charter ) was adopted by the Board of Directors (the Board

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER Purpose The Audit Committee ( Committee ) shall assist the Board of Directors (the Board ) in the oversight of (1) the integrity of the financial statements of the Company, (2)

More information

Waste Connections, Inc. Corporate Governance Guidelines and Board Charter. February 13, 2018

Waste Connections, Inc. Corporate Governance Guidelines and Board Charter. February 13, 2018 Waste Connections, Inc. Corporate Governance Guidelines and Board Charter February 13, 2018 The Board of Directors (the Board ) of Waste Connections, Inc., an Ontario corporation (the Company ), acting

More information

PROSPERITY BANCSHARES, INC. COMPENSATION COMMITTEE CHARTER

PROSPERITY BANCSHARES, INC. COMPENSATION COMMITTEE CHARTER PROSPERITY BANCSHARES, INC. COMPENSATION COMMITTEE CHARTER I. Committee Purpose The purposes of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Prosperity Bancshares,

More information

AUDIT COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose AUDIT COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) of Waters Corporation

More information

ALLOT COMMUNICATIONS LTD.

ALLOT COMMUNICATIONS LTD. ALLOT COMMUNICATIONS LTD. AUDIT COMMITTEE CHARTER May, 2017 A. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Allot Communications Ltd., an Israeli

More information

ALLIANT ENERGY CORPORATION. Corporate Governance Principles

ALLIANT ENERGY CORPORATION. Corporate Governance Principles ALLIANT ENERGY CORPORATION Corporate Governance Principles Alliant Energy s business is conducted by its employees, managers and officers, under the direction of the Chief Executive Officer, with oversight

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of CURO Group Holdings Corp., a Delaware corporation

More information

HNI CORPORATION PUBLIC POLICY AND CORPORATE GOVERNANCE COMMITTEE CHARTER

HNI CORPORATION PUBLIC POLICY AND CORPORATE GOVERNANCE COMMITTEE CHARTER HNI CORPORATION PUBLIC POLICY AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. Purpose The Public Policy and Corporate Governance Committee (the "Committee") has primarily an external focus towards shareholders,

More information

TOUCHSTONE EXPLORATION INC. HEALTH, SAFETY, ENVIRONMENTAL AND RESERVES COMMITTEE MANDATE

TOUCHSTONE EXPLORATION INC. HEALTH, SAFETY, ENVIRONMENTAL AND RESERVES COMMITTEE MANDATE TOUCHSTONE EXPLORATION INC. HEALTH, SAFETY, ENVIRONMENTAL AND RESERVES COMMITTEE MANDATE Role and Objective The Health, Safety, Environment and Reserves Committee (the Committee ) is a committee of the

More information

CREE, INC. Compensation Committee Charter

CREE, INC. Compensation Committee Charter As Adopted January 28, 2014 CREE, INC. Compensation Committee Charter Purpose The Compensation Committee (the Committee ) is a standing committee of the Board of Directors appointed to assist the Board

More information

NYSE BOARD OF DIRECTORS APPROVES NEW CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS AUGUST 23, 2002 S IMPSON THACHER & BARTLETT LLP

NYSE BOARD OF DIRECTORS APPROVES NEW CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS AUGUST 23, 2002 S IMPSON THACHER & BARTLETT LLP NYSE BOARD OF DIRECTORS APPROVES NEW CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS SIMPSON THACHER & BARTLETT LLP AUGUST 23, 2002 On August 16, 2002, the New York Stock Exchange ( NYSE ) publicly filed

More information

BancorpSouth, Inc. and BancorpSouth Bank

BancorpSouth, Inc. and BancorpSouth Bank 1. Purpose BancorpSouth, Inc. and BancorpSouth Bank Amended and Restated Charter of the Executive Compensation and Stock Incentive Committee of the Boards of Directors The Executive Compensation and Stock

More information

Charter of the Executive Compensation and Human Resources Committee of the Board of Directors. Approved by the Arbutus Board on March 14, 2018

Charter of the Executive Compensation and Human Resources Committee of the Board of Directors. Approved by the Arbutus Board on March 14, 2018 Approved by the Arbutus Board on March 14, 2018 I. PURPOSE The purpose of the Executive Compensation and Human Resources Committee (the Committee ) of the Board of Directors (the Board ) of Arbutus Biopharma

More information

Aptiv PLC. Audit Committee Charter

Aptiv PLC. Audit Committee Charter Aptiv PLC Audit Committee Charter TABLE OF CONTENTS I. Purpose of the Committee... 3 II. Authority and Delegations... 3 III. Membership... 3 IV. Limitations Inherent in the Audit Committee s Role... 4

More information

CREE, INC. Audit Committee Charter. The Audit Committee (the Committee ) is a standing committee of the Board of Directors appointed:

CREE, INC. Audit Committee Charter. The Audit Committee (the Committee ) is a standing committee of the Board of Directors appointed: CREE, INC. As Approved January 28, 2014 Audit Committee Charter Purpose The Audit Committee (the Committee ) is a standing committee of the Board of Directors appointed: Composition for the purpose of

More information

GOLDEN ENTERTAINMENT, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. CHARTER (as of February 9, 2016)

GOLDEN ENTERTAINMENT, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. CHARTER (as of February 9, 2016) GOLDEN ENTERTAINMENT, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (as of February 9, 2016) I. Purpose. The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors

More information

CLEARSIDE BIOMEDICAL, INC.

CLEARSIDE BIOMEDICAL, INC. CLEARSIDE BIOMEDICAL, INC. CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS ORGANIZATION The Nominating and Corporate Governance Committee (the Committee ) of the

More information

Compensation & Benefits Committee Charter Updated February 25, 2015

Compensation & Benefits Committee Charter Updated February 25, 2015 Compensation & Benefits Committee Charter Updated February 25, 2015 Membership and Meetings Membership The Committee shall be comprised of no fewer than three members as appointed by the Board of Directors,

More information

HCA HEALTHCARE, INC. AUDIT AND COMPLIANCE COMMITTEE CHARTER

HCA HEALTHCARE, INC. AUDIT AND COMPLIANCE COMMITTEE CHARTER As amended and approved, effective on January 23, 2018 HCA HEALTHCARE, INC. AUDIT AND COMPLIANCE COMMITTEE CHARTER Purpose The primary purposes of the Audit and Compliance Committee (the Committee ) of

More information

THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER

THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board in monitoring (1)

More information

NEWFIELD EXPLORATION COMPANY CHARTER. Amended and Restated Effective as of August 10, 2016

NEWFIELD EXPLORATION COMPANY CHARTER. Amended and Restated Effective as of August 10, 2016 NEWFIELD EXPLORATION COMPANY CHARTER OF THE OPERATIONS AND RESERVES COMMITTEE OF THE BOARD OF DIRECTORS Amended and Restated Effective as of August 10, 2016 The Board of Directors (the Board ) of Newfield

More information

BLACK KNIGHT, INC. Audit Committee Charter

BLACK KNIGHT, INC. Audit Committee Charter BLACK KNIGHT, INC. Audit Committee Charter I. Committee Purpose and Responsibilities The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Black Knight, Inc. (the Company ) is

More information

TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER

TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the Committee ) shall be as follows: 1. To determine, or recommend to the Board of

More information

TUPPERWARE BRANDS CORPORATION. Audit, Finance and Corporate Responsibility Committee Charter (Effective November 18, 2009)

TUPPERWARE BRANDS CORPORATION. Audit, Finance and Corporate Responsibility Committee Charter (Effective November 18, 2009) TUPPERWARE BRANDS CORPORATION Audit, Finance and Corporate Responsibility Committee Charter (Effective November 18, 2009) Statement of Purpose The purposes of the Audit, Finance and Corporate Responsibility

More information

WESTJET AIRLINES LTD. ("WestJet" or the "Corporation") AUDIT COMMITTEE CHARTER

WESTJET AIRLINES LTD. (WestJet or the Corporation) AUDIT COMMITTEE CHARTER WESTJET AIRLINES LTD. ("WestJet" or the "Corporation") AUDIT COMMITTEE CHARTER Purpose The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) in fulfilling

More information

CHARTER OF THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC.

CHARTER OF THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. CHARTER OF THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. CHARTER OF THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. (Effective July 1, 2018) The Board

More information

THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER

THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board in overseeing (1)

More information

AUDIT & GOVERNANCE COMMITTEE CHARTER. BrainChip Holdings Ltd ("Company")

AUDIT & GOVERNANCE COMMITTEE CHARTER. BrainChip Holdings Ltd (Company) AUDIT & GOVERNANCE COMMITTEE CHARTER BrainChip Holdings Ltd ("Company") 1. PURPOSE The purpose of the Audit & Governance Committee ( Committee ) of the Board of Directors (the Board ) of BrainChip (the

More information

PLANET FITNESS, INC. AUDIT COMMITTEE CHARTER

PLANET FITNESS, INC. AUDIT COMMITTEE CHARTER PLANET FITNESS, INC. AUDIT COMMITTEE CHARTER 1. Purpose. The purposes of the Audit Committee (the Committee ) are to (a) appoint, oversee and replace, if necessary, the independent auditor; (b) assist

More information

TPG SPECIALTY LENDING, INC. CORPORATE GOVERNANCE GUIDELINES

TPG SPECIALTY LENDING, INC. CORPORATE GOVERNANCE GUIDELINES TPG SPECIALTY LENDING, INC. CORPORATE GOVERNANCE GUIDELINES I. Roles and Responsibilities of the Board of Directors TPG Specialty Lending, Inc. s (the Company ) Board of Directors (the Board ), is the

More information

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF DOMTAR CORPORATION CHARTER AS AMENDED AND RESTATED EFFECTIVE OCTOBER 29, 2014 I. PURPOSE AND ROLE OF THE COMMITTEE The purpose

More information

AMENDED AND RESTATED CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GREENLIGHT CAPITAL RE, LTD.

AMENDED AND RESTATED CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GREENLIGHT CAPITAL RE, LTD. This amended and restated charter (the Charter ) identifies the purpose, composition,

More information

HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSES CHARTER (As Amended and Restated October 24, 2016) The Nominating and Corporate

More information

HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER

HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER CORPORATE CHARTER Date issued 2005-11-17 Date updated 2016-07-28 Issued and approved by Uni-Select Inc. Board of Directors HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER PART I. COMMITTEE STRUCTURE

More information

AUDIT COMMITTEE OF IRON MOUNTAIN INCORPORATED CHARTER

AUDIT COMMITTEE OF IRON MOUNTAIN INCORPORATED CHARTER AUDIT COMMITTEE OF IRON MOUNTAIN INCORPORATED CHARTER The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Iron Mountain Incorporated (the Company ) shall consist of a minimum

More information

CHARTER OF THE BOARD OF DIRECTORS OF CIPHER PHARMACEUTICALS INC. GENERAL

CHARTER OF THE BOARD OF DIRECTORS OF CIPHER PHARMACEUTICALS INC. GENERAL Directors Charter CHARTER OF THE BOARD OF DIRECTORS OF CIPHER PHARMACEUTICALS INC. GENERAL 1. PURPOSE AND RESPONSIBILITY OF THE BOARD The Board of Directors is responsible for supervising the activities

More information

AFFIRMATIVE INSURANCE HOLDINGS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

AFFIRMATIVE INSURANCE HOLDINGS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AFFIRMATIVE INSURANCE HOLDINGS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Affirmative

More information

UNITED CONTINENTAL HOLDINGS, INC. Audit Committee Charter

UNITED CONTINENTAL HOLDINGS, INC. Audit Committee Charter Approved December 3, 2015 UNITED CONTINENTAL HOLDINGS, INC. Audit Committee Charter Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) is to: oversee the

More information

EQUITABLE GROUP INC. EQUITABLE BANK. Human Resources and Compensation Committee Mandate

EQUITABLE GROUP INC. EQUITABLE BANK. Human Resources and Compensation Committee Mandate EQUITABLE GROUP INC. EQUITABLE BANK Human Resources and Compensation Committee Mandate ROLE The Human Resources and Compensation Committee (the "Committee") shall assist the Board of Directors of Equitable

More information