Governance and Nominating Committee

The primary purpose of the Governance and Nominating Committee is to assist the Board of Directors in fulfilling its responsibilities by: (i) being satisfied that corporate governance guidelines are adopted, disclosed and applied including 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; (ii) identifying individuals qualified to become new directors and recommending to the Board the nominees for each annual meeting of shareholders; (iii) monitoring and evaluating progress on the Corporation’s overall efforts with respect to sustainability including environmental, social and governance matters; and (iv) such other matters delegated to the Committee by the Board.