Page 14 - Proxy Statement - 2020

/ The Board of Directors

Once the Committee has identified a prospective nominee, it • the extent to which the prospective nominee
makes an initial determination as to whether to conduct a full contributes to the range of talent, skill and expertise
evaluation. In making this determination, the Committee takes appropriate for the Board; and
into account various information, including information provided
• the extent to which the prospective nominee helps the
at the time of the candidate recommendation, the Committee’s
Board reflect the diversity of the Company’s
own knowledge, and information obtained through inquiries to
shareholders, employees, customers and the
third parties to the extent the Committee deems appropriate.
communities in which it operates.
The preliminary determination is based primarily on the need for
additional Board members and the likelihood that the
If the Committee decides, on the basis of its preliminary review,
prospective nominee can satisfy the criteria that the Committee
to proceed with further consideration, members of the
has established. If the Committee determines, in consultation
Committee, the Chairman, President and CEO, as well as other
with the Chairman, President and CEO and other Directors as
members of the Board as appropriate, interview the nominee.
appropriate, that additional consideration is warranted, it may
After completing this evaluation and interview, the Committee
request management or a third-party search firm to gather
makes a recommendation to the full Board, which makes the
additional information about the prospective nominee’s
final determination whether to nominate or appoint the new
background and experience and to report its findings to the
Director after considering the Committee’s report. A
Committee. The Committee then evaluates the prospective
background check is completed before a final recommendation
nominee against the specific criteria that it has established for
is made to the Board to appoint a candidate to the Board.
the position, as well as the standards and qualifications set out
in the Company’s Corporate Governance Guidelines, including:
In selecting nominees for the Board, the Board seeks to achieve
• the ability of the prospective nominee to represent the a mix of members who together bring experience and personal
interests of the shareholders of the Company; backgrounds relevant to the Company’s strategic priorities and
the scope and complexity of the Company’s business. The Board
• the prospective nominee’s standards of integrity,
also seeks a demonstrated ability to manage complex issues that
commitment and independence of thought and
involve a balance of risk and reward. The background
judgment;
information on current nominees beginning on page 17 and the
• the prospective nominee’s ability to dedicate sufficient skills matrix on page 11 set out how each of the current
time, energy and attention to the diligent performance nominees contributes to the mix of experience and qualifications
of his or her duties, including the prospective the Board seeks. In making its recommendations with respect to
nominee’s service on other public company boards, as the nomination for re-election of existing Directors at the annual
specifically set out in the Company’s Corporate shareholders meeting, the Committee assesses the composition
Governance Guidelines; of the Board at the time and considers the extent to which the
Board continues to reflect the criteria set forth above.

10 2020 PROXY STATEMENT