Human Resources and Pension Committee Mandate

Introduction and Purpose

The Human Resources and Pension Committee (the “Committee”) is a standing committee appointed by and responsible to the Board of Directors (the “Board”) of CIRO. The Committee is responsible for:

1. ensuring that CIRO can attract and retain personnel with the appropriate qualifications and experience to achieve its goals and strategic objectives by offering compensation, pension and benefit plans that are competitive, motivating and rewarding;
2. ensuring that CIRO can attract and retain a workforce that enables the organization to deliver on its assigned mandate;
3. assisting the Board in its oversight of CIRO’s human resources policies and procedures, benefits and pension plans and with ensuring regulatory compliance thereof; and
4. other matters as the Board may delegate or direct from time to time.

Membership

1. The Committee will consist of at least five directors and may include the chair of the Board (the “Board Chair”).
2. A majority of the Committee members, including the chair of the Committee (the “Committee Chair”), will at all times be Independent Directors, as defined in the by-laws of CIRO (the “By-Laws”).
3. The members of the Committee, including the Committee Chair, will be appointed by the Board for one-year terms upon the recommendation of the Governance Committee.
4. Any member of the Committee may be removed or replaced at any time by the Board (for clarity, subject to the requirements provided for in paragraphs 1 through 3 of this section above) and shall automatically cease to be a member of the Committee upon ceasing to be a director.

Committee Procedures

1. The Committee will meet at least quarterly and more frequently as circumstances require to carry out its responsibilities. Meetings may be called by the Committee Chair or a majority of the members of the Committee.
2. Meetings are chaired by the Committee Chair, who is responsible for leadership of the Committee and reporting to the Board. If the Committee Chair is not present at any meeting of the Committee, one of the other members of the Committee who is present shall be chosen by the Committee to preside at the meeting.
3. The Committee may invite such officers, directors and employees of the organization as it may see fit from time to time to attend meetings of the Committee and assist in the discussion and consideration of any matter. The Board Chair may attend and speak at all meetings of the Committee, whether or not the Board Chair is a member of the Committee. Each meeting may include a closed in camera session at which only members of the Committee are present and, at least annually, the Independent Directors on the Committee will meet in a closed in camera session at which only such Independent Directors are present.
4. A majority of the Committee members, which must include a majority of the Independent Directors on the Committee, will constitute a quorum. The act of the majority of the Committee members present at any meeting at which a quorum is present will be the act of the Committee.
5. The Committee shall maintain written minutes of its meetings, which will be filed with the meeting minutes of the Board.
6. A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee is as valid as one passed at a Committee meeting.
7. The Committee will periodically report to the Board on the Committee’s activities and recommendations, and will report each year with respect to the Committee’s overall activities in compliance with this mandate.
8. All matters dealt with by the Committee shall be treated as being confidential, subject to reporting to the Board or as the subject matter otherwise requires.
9. The Committee may obtain, at CIRO’s expense, advice and assistance from internal resources and external advisors or professionals as the Committee may determine to be necessary to carry out its responsibilities. If advice and assistance from external advisors or professionals is obtained, the Committee will provide notice to the Governance Committee.

Roles and Responsibilities

The Committee’s specific responsibilities include the following:

Human Capital Management

1. Review CIRO’s human resources strategy to ensure that the people, processes and practices are aligned with the organization’s overall strategy and business objectives.
2. Review CIRO’s workplace diversity, equity and inclusion, employee engagement and culture.
3. Ensure that a system is developed and maintained for identifying, assessing and managing risk related to human capital management including employee attraction and retention, employee engagement, talent succession and management and compensation policies.

Succession and Talent Management

1. Review and recommend to the Board for approval, the appointment of the Chief Executive Officer (“CEO”).
2. Periodically, and at least annually, review CIRO’s human resources policies and practices that support talent management and succession, including the employee compensation and benefits plans (including pension and supplementary income plans), and assess and monitor the implementation of talent management practices and effectiveness and workforce requirements.
3. Review and advise the Board with respect to human resources matters relating to succession and development plans for the CEO. The chair of the Governance Committee will be invited to attend such meetings of the Committee when CEO succession planning is discussed.
4. Review and advise the Board and CEO with respect to human resources matters relating to executive management, including succession planning, development plans, hiring, employment terms and termination arrangements.
5. In consultation with the CEO, review the talent strategy for all executive leadership team (“ELT”) and senior leadership team (“SLT”) positions, including the review of major changes in the overall organizational structure that may impact ELT or SLT roles.

Performance Assessment and Compensation

1. At least annually, review executive compensation strategy to ensure alignment with CIRO’s mission and strategic direction and compliance with the terms of the Recognition Orders (as defined in the By-Laws) including the requirement to link compensation of executive officers to the effective delivery of CIRO’s public interest mandate. Make recommendations to the Board with respect to the organization’s executive compensation programs and practices and any necessary changes.
2. Review the annual performance goals and criteria for the CEO and evaluate the performance of the CEO against the CEO position description and performance goals and criteria. Report to the Board, in writing, on the results of such review and recommend the CEO’s compensation to the Board for approval.
3. Review annually the position description of the CEO and recommend any proposed revisions to the Board.
4. Review and approve annually the CEO’s assessment of the ELT’s performance and proposed compensation.
5. Review and recommend to the Board any annual merit increase on the base salary budget to be included as a part of the annual operating plan.

Human Resources Policies and Practices

1. At least annually, review the effectiveness of the Equity, Diversity, Inclusion and Anti-Racism Commitment Statement, Code of Conduct for Employees and Harassment, Discrimination, and Workplace Violence Policy to ensure they reflect industry best practices and review the compliance of such policies with applicable law and their alignment with CIRO’s mission and strategic direction and recommend changes to the Board if appropriate.
2. Review the procedures for the confidential receipt, retention and treatment of complaints or concerns regarding human resources or pension matters and for the protection from retaliation of those who report such complaints or raise such concerns in good faith.

Pension Plans and Supplemental Employee Retirement Plans

1. Review and recommend to the Board any changes to the design of the pension plans and supplementary executive retirement plan of CIRO (jointly referred to as the “Plans”), including changes to the defined contribution formulas, establishment or termination of Plans and any substantive amendments.
2. Oversee the Management Pension Committee with respect to non-substantive amendments to the Plans and the Plans’ communication material.
3. Oversee and, if requested by the Management Pension Committee, approve decisions with respect to the interpretation of the Plans’ terms, policies and legislation.
4. Review and approve any changes to the roles and responsibilities of the Committee, other committees of the Board and the Management Pension Committee with respect to the governance of the Plans.
5. Provide an annual summary report regarding the Plans to the Board.

Other Responsibilities

1. Conduct or oversee, as appropriate, inquiries into any matter brought to its attention within the scope of its duties.
2. Review at least annually the adequacy of this mandate and recommend any proposed changes to the Board for approval.