TERMS OF REFERENCE FOR THE GOVERNANCE COMMITTEE

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1 I. PURPOSE The primary function of the Governance Committee ( the Committee ) is to provide a focus on governance for ICBC and its subsidiaries that will enhance ICBC s performance. The Committee assesses and makes recommendations regarding Board effectiveness and establishes and leads the process for developing potential director criteria and candidates for recommendation to the Board for subsequent recommendation to the Government. In addition, the Committee is responsible for: matters related to, and the establishment of plans, for: o Stakeholder Engagement; o the Community Involvement Program; o the Community Involvement Policy; o Communication and Media Strategy; and Oversight of significant strategic projects. II. COMPOSITION AND OPERATIONS A. The Committee shall be composed of not fewer than three directors and not more than five directors, one of these directors to be the Chair or Vice-Chair of the Board. Further, when the roles of CEO and Board Chair are combined, the Vice Chair/Lead Director will always be a member of the Committee. B. The Committee shall meet at least four times each year. C. From time to time, as determined by the Committee, the Committee shall retain independent advice regarding governance or nominating issues. D. The secretary to the Committee shall be either the Corporate Secretary or his/her delegate. III. DUTIES AND RESPONSIBILITIES Subject to the powers and duties of the Board, the Committee will perform the following duties: A. Understand the emerging or material governance risks relative to the Corporation s objectives, and receive updates from Management on changes to the risks and the status of strategies to address such risks. B. Develop and annually update a long-term plan for Board composition that takes into consideration the current strengths, skills and experience on the Board, retirement dates and the strategic direction of the Corporation. OCTOBER 27, 2016 Page 1 of 5

2 C. Develop recommendations regarding the essential and desired experiences and skills for potential directors, taking into consideration the Board s short-term needs and long-term succession plans. D. In consultation with the Board Chair and President/CEO, recommend to the Board for subsequent recommendation to the Government, criteria and potential candidates for consideration when they are appointing directors. E. Review, monitor and make recommendations regarding the orientation and ongoing development of existing and new directors. F. Review the directors compensation program and make recommendations to the Board for subsequent recommendation to the Government as required. G. Recommend to the Board, and annually implement, an appropriate evaluation process for the Board, the Board Chair, and its Committees and Individual H. Annually review the Board Governance Manual outlining the policies and procedures by which the Board will operate, the Corporation s by-laws to ensure their continued adequacy and relevance, and the terms of reference for the Board, the Board Chair, the Vice-Chair, the Lead Director, the CEO, individual directors and Board committees. I. Annually review the Terms of Reference of the Governance Committee and make recommendations to the Board, as required. J. Annually review the Terms of Reference for Complaint Resolution by the ICBC Fairness Commissioner and make recommendations to the Board, as required. K. Annually meet with the ICBC Fairness Commissioner to receive and discuss the annual report of the ICBC Fairness Commissioner. L. Ensure there is a system that enables a committee or director to engage separate independent counsel in appropriate circumstances, at ICBC s expense, and be responsible for the ongoing administration of such a system. (tab 2.1 Board Operating Guidelines Item 34). M. Annually review and assess the adequacy of the and Electronic Board Material Security Policy. N. Annually review and discuss the Community Involvement Program and the Community Involvement Policy and make recommendations to the Board, as required. O. Annually review and discuss the Stakeholder Engagement Program. OCTOBER 27, 2016 Page 2 of 5

3 P. Annually review and discuss the Communications and Media Strategy. Q. Assess the needs of the Board in terms of the frequency and location of Board and Committee meetings, meeting agendas, discussion papers, reports and information, and the conduct of meetings and make recommendations to the Board as required. R. Monitor and make recommendations with respect to projects identified by management as having significant strategic importance to ICBC. S. Recommend to the Board any reports on corporate governance that may be required or considered advisable. T. At the request of the Board Chair, Vice Chair/Lead Director or the Board, undertake such other corporate governance initiatives as may be necessary or desirable to contribute to the success of the Corporation. U. In conjunction with the Chair of the Board, monitor adherence of Directors to the ICBC Code of Ethics. IV. ACCOUNTABILITY The Committee shall report its discussions to the Board by oral or written report at the next Board meeting. V. COMMITTEE TIMETABLE The timetable on the following page outlines the Committee s schedule of activities, and will be set by the Committee following its appointment. Last reviewed by the Committee: October 26, 2016 OCTOBER 27, 2016 Page 3 of 5

4 GOVERNANCE COMMITTEE CALENDAR Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec RISK MANAGEMENT A. Management reporting on risks aligned to the Governance Committee. BOARD COMPOSITION & DEVELOPMENT B. Develop and maintain a Board Composition Plan. C. Develop recommendations regarding required experience for potential (Tab 1.7 Directors Recruitment Profile in the Governance Manual) D. In consultation with the Board Chair, review and recommend to the Board: (i) criteria and potential candidates when appointing new Directors; and (ii) Committee Members and Committee Chair appointments. E. Review and monitor changes to the Board Orientation and Development Plan of new and existing (Tab 8.4 in the Governance Manual) F. Review Director Compensation. (Tab 1.9 Director Remuneration Guidelines in the Governance Manual) G. Organize an evaluation for the Board, Board Chair, Committees & Individual GOVERNANCE MANUAL REVIEW H. Review and revise, as required: (i) the Board Governance Manual; (ii) the By-laws; and (iii) various Terms of Reference. I. Review the Terms of Reference for the Governance Committee. J. Review the Terms of Reference for Complaint Resolution by the ICBC Fairness Commissioner. (Tab 6.1 in the Governance Manual) NOTE: This calendar indicates the month in which the Governance Committee will perform the activities set out herein. OCTOBER 27, 2016 Page 4 of 5

5 GOVERNANCE COMMITTEE CALENDAR Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec K. Annually meet with the ICBC Fairness Commissioner to receive and discuss the annual report of the ICBC Fairness Commissioner. L. Review Board Operating Guidelines. M. Review of the & Electronic Board Material Security Policy. (Tab 1.10 in the Governance Manual) N. Review and recommend changes to the Board, as required: (i) to the Community Involvement Program; (ii) to the Community Involvement Policy; and (iii) to the Community Involvement Report (annual requirement) O. Review and discuss the Stakeholder Engagement Program. P. Review and discuss the Communications and Media Strategy. OTHER Q. Assess the needs of the Board in terms of frequency and location of Board & Committee meetings. NOTE: This calendar indicates the month in which the Governance Committee will perform the activities set out herein. OCTOBER 27, 2016 Page 5 of 5

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