Committees of the Board

We have four committees of the Board of Directors. They are the Corporate Governance Committee, the Human Resources Committee, the Risk Committee and the Audit Committee. Each committee operates under a written charter that sets out its responsibilities and composition requirements. All committee members are directors who are independent under the Bank's Director Independence Policy. Reports of each committee are contained in our latest proxy circular. For an accessible version of this chart, please select this link.

Corporate Governance Committee

Members: Alan N. MacGibbon (Chair); Amy W. Brinkley; Karen E. Maidment; Nancy G. Tower

Responsibility for corporate governance of the Bank:

• Identify individuals qualified to become Board members, recommend to the Board the director nominees for the next annual meeting of shareholders and recommend candidates to fill vacancies on the Board that occur between meetings of the shareholders.
• Develop and recommend to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at the Bank.
• Satisfy itself that the Bank communicates effectively, both proactively and responsively, with its shareholders, other interested parties and the public.
• Oversee the Bank's alignment with its purpose and its strategy, performance and reporting on corporate responsibility for environmental and social matters.
• Provide oversight of enterprise-wide conduct risk and enterprise-wide complaints, and act as the conduct review committee for the Bank and certain of its Canadian subsidiaries that are federally regulated financial institutions.
• Oversee the establishment and maintenance of policies in respect of the Bank's compliance with the consumer protection provisions of the Financial Consumer Protection Framework (FCPF).
• Oversee the evaluation of the Board and Committees.

Human Resources Committee

Members: Karen E. Maidment (Chair); Amy W. Brinkley; David E. Kepler; Brian M. Levitt; Alan N. MacGibbon; John B. MacIntyre; Claude Mongeau

Responsible for management's performance evaluation, compensation and succession planning:

• Discharge, and assist the Board of Directors in discharging, the responsibility of the Board of Directors relating to leadership, human capital management and compensation, as set out in this Charter.
• Set corporate goals and objectives for the CEO, and regularly measure the CEO's performance against these goals and objectives.
• Recommend compensation for the CEO to the Board of Directors for approval, and review and approve compensation for certain senior officers.
• Monitor the Bank's compensation strategy, plans, policies and practices for alignment to the Financial Stability Board Principles for Sound Compensation Practices and Implementation Standards, including the appropriate consideration of risk.
• Oversee a robust talent planning and development process, including review and approval of the succession plans for the senior officer positions and heads of control functions.
• Review and recommend the CEO succession plan to the Board of Directors for approval.
• Produce a report on compensation which is published in the Bank's annual proxy circular, and review, as appropriate, any other related major public disclosures concerning compensation.
• Oversee the strategy, design and management of the Bank's employee pension, retirement savings and benefit plans.

Risk Committee

Members: Amy W. Brinkley  (Chair); Cherie L. Brant; Colleen A. Goggins; David E. Kepler; Karen E. Maidment; Keith G. Martell; Nancy G. Tower; Ajay K. Virmani

Supervising the management of risk of the Bank:

• Approve the Enterprise Risk Framework (ERF) and related risk category frameworks and policies that establish the appropriate approval levels for decisions and other measures to manage risk to which the Bank is exposed.
• Review and recommend the Bank’s Enterprise Risk Appetite Statement for approval by the Board and oversee the Bank’s major risks as set out in the ERF.
• Review the Bank's risk profile and performance against Risk Appetite.
• Provide a forum for "big-picture" analysis of an enterprise view of risk, including consideration of trends, and current and emerging risks.

Audit Committee

Members: Nancy G. Tower (Chair); Brian C. Ferguson; Keith G. Martell; S. Jane Rowe; Mary A. Winston

Supervising the quality and integrity of the Bank's financial reporting and compliance requirements:

• Oversee reliable, accurate and clear financial reporting to shareholders.
• Oversee the effectiveness of internal control including internal control over financial reporting.
• Directly responsible for the selection, compensation, retention and oversight of the work of the shareholders' auditor – the shareholders' auditor reports directly to the Committee.
• Receive reports from the shareholders' auditor, chief financial officer, chief auditor, chief compliance officer, and chief anti-money laundering officer, and evaluate the effectiveness and independence of each.
• Oversee the establishment and maintenance of policies and programs reasonably designed to achieve and maintain the Bank's compliance with the laws and regulations that apply to it.
• Act as the Audit Committee for certain subsidiaries of the Bank that are federally regulated financial institutions.