Governance and Nominating Committee

The purpose of the Governance and Nominating Committee (the Committee) of the Board of Directors (the Board) of Air Canada (the Corporation) is to assist the Board in its oversight responsibilities by, among other things:

(a) satisfying itself that corporate governance guidelines and practices are adopted, and disclosed, including with respect to director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, and annual performance evaluation of the Board;

(b) identifying individuals qualified to become new directors and recommending to the Board the nominees for each annual meeting of shareholders, including having regard to the Board’s diversity policy;

(c) overseeing progress on the Corporation’s overall efforts with respect to sustainability issues including environmental, social and governance matters, and provide guidance to the Board about the general strategy and direction with respect to such matters; and

(d) overseeing such other matters as may be delegated to the Committee by the Board.