Board of Directors

Please review our Board Mandate for responsibilities of our members of the Board.

Board Committees

The Board has delegated certain of its responsibilities to three committees, each of which has specific roles and responsibilities as defined by the Board. All Board committees are made up solely of non-management directors, each of whom are independent directors.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities by monitoring the Company's financial reporting practices and financial disclosure. All members of the Audit Committee are financially literate; that is, they are able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

 The Audit Committee has adopted terms of reference which specifically defines the roles and responsibilities of the Audit Committee. The Audit Committee Terms of Reference can be found in the Company's AIF filed on SEDAR. The Audit Committee has direct communication channels with the external auditors and Chief Financial Officer and senior finance staff and discusses and reviews issues with each of them on a regular basis.

 The Audit Committee is responsible to ensure management has designed and implemented an effective system of internal control. The external auditors are hired by and report directly to the Audit Committee. After consultation with management, the Audit Committee is responsible for setting the external auditors' compensation. The external auditors attend each meeting of the Audit Committee, and a portion of each meeting is held without the presence of management. The Audit Committee reviews and approves annually the external auditors' audit plan and must approve any non-audit work by the external auditors. The Chief Financial Officer and senior finance staff attend each meeting of the Audit Committee other than the portion of the meeting which is held without management present to allow a more open discussion. The Audit Committee reviews and approves annually the internal audit plan.

Audit Committee Terms of Reference

The current members of the Audit Committee are:

• Terrence Lyons (Chair)
• Michael Auerbach
• Shannon Eusey
• Cindy Tripp

Risk Committee

The Risk Committee assists the Board of Directors in fulfilling its responsibility to oversee the Company’s risk management practices. The Committee’s roles include reviewing, on an enterprise-wide basis, the significant risks to which the Company is exposed and assessing whether trends and emerging risks have been identified, measured, mitigated, monitored and reported and satisfying itself that policies are in place to manage the risks to which the Company is exposed, including market, operational, liquidity, credit, regulatory, legal, cybersecurity and reputational risk. The Risk Committee receives quarterly reports from management on relevant risk matters, including reports from the Chief Risk Officer, Chief Legal Officer and Chief Technology Officer. At all regular committee meetings during the year, a portion of such meeting is held without management present to allow a more open discussion.

 Risk Committee Terms of Reference

 The current members of the Risk Committee are:

• Terrence Lyons (Chair)
• Michael Auerbach
• Shannon Eusey
• Cindy Tripp

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee is responsible for developing the Company's approach to governance issues, reviewing the Company's overall governance principles and recommending changes to those principles from time to time. The committee has full access to staff and resources. At all regular committee meetings during the year, a portion of such meeting is held without management present to allow a more open discussion.

Corporate Governance and Compensation Committee Terms of Reference

The current members of the Corporate Governance and Compensation Committee are:

• Michael Auerbach (Chair)
• Terrence Lyons
• Shannon Eusey
• Cindy Tripp