Compensation Committee Terms of Reference

Members

Chair Thomas Caskey
Sylvie Dillard
Lorne Hepworth

Introduction

Genome Canada’s Compensation Committee has been established to assist the Board of Directors in fulfilling its legal and fiduciary responsibilities with respect to compensation for Genome Canada’s employees.

The Compensation Committee is a permanent committee of the Board of Directors, and has been given the authority, responsibility and specific duties as described below.

Authority

The Compensation Committee is constituted pursuant to bylaw 7 (article 1) and bylaw 13.

Membership

Membership composition of the Compensation Committee shall consist of a minimum of three members, including the Chair. The Chair and members shall be members of the Board of Directors, appointed by the Board of Directors upon receipt of advice from the Election Committee. The composition of the Compensation Committee shall consist of a majority of independent directors. For the purposes of these terms of reference, a member is independent if they are free of any business or other relationship which could materially interfere with the exercise of their independent judgment, subject to appropriate disclosure, as the case may be.

Terms

Members shall normally be appointed for a term of two (2) years, renewable.

Meetings

The Compensation Committee shall meet at minimum of once a year. Additional meetings can be called at the request of a member of the Election Committee, the Chair or a member of the Board of Directors, or the President and CEO of Genome Canada.

Quorum

Quorum shall be a majority of its members, in person or by telephone.

Mandate

The Compensation Committee is mandated by the Board of Directors to provide advice and recommendations with respect to compensation practices, policies and procedures for Genome Canada employees, including compensation and bonus guidelines. The Compensation Committee shall exercise any other power and function which may be determined from time to time by the Board of Directors.

Roles and Responsibilities

The roles and responsibilities of the Compensation Committee are as follows:

  • Establish, and regularly review, compensation and compensation policy for Genome Canada to ensure continuous application of best practices, as well as competitiveness with comparative markets
  • Establish a performance evaluation process for the President and CEO, including review and assessment of the performance targets and corporate goals and objectives that are relevant to the President and CEO’s compensation
  • Recommend to the Board of Directors, proposed compensation to the President and CEO, including any adjustments to the annual compensation, as well as bonuses
  • Review and assess the compensation and bonus recommendations of the President and CEO that are relevant to performance targets met by Genome Canada’s senior management staff
  • Recommend to the Executive Committee, proposed compensation to Genome Canada’s senior management staff, including any adjustments to base salary, as well as bonuses.
  • Retain legal counsel or other specialists to advise the Compensation Committee as required
  • Respond to any matter that may be referred to the Compensation Committee by Board of Directors, and act according to the nature of the referral.
  • Review the Compensation Committee’s mandate and terms of reference annually or otherwise as it deems appropriate and propose recommended changes to the Board.

Reporting

The Chair of the Compensation Committee will normally report its recommendations, for consideration and approval, to the Executive Committee of the Board of Directors.

History

The Terms of Reference of the Compensation Committee were:

  • Adopted by the Board of Directors on December 7, 2006

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