Committees / Terms of Reference

The Marsulex Board of Directors has four standing committees to assist in its stewardship function – audit; corporate governance; environmental, health & safety; and human resources & compensation. A brief description of each and full terms of reference are provided below.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility of

• financial reporting, accounting systems, internal controls and liaising with the internal and external auditors
• fiduciary duties with regard to the Company’s compliance with legal and regulatory requirements in financial matters, public disclosure policy and financial risk management 
• reviews of the annual consolidated financial statements, quarterly financial statements and management discussion and analysis and annual information form
• hiring and evaluating the Auditors, recommending their compensation, and  reviewing all non-audit work performed by the Auditors

Audit Committee Terms of Reference

Corporate Governance Committee

The Corporate Governance Committee is responsible for

• developing the Company’s approach to corporate governance issues
• advising the Board in filling vacancies on the Board
• periodically reviewing the composition and effectiveness of the Board and the contribution of individual directors

Corporate Governance Committee Terms of Reference

Environmental, Health & Safety Committee

The Environmental, Health & Safety Committee is responsible for

• assisting the Board in monitoring environmental, health and safety issues
• reviewing policies on employee health and safety, the environment, product responsibility, and the transportation of hazardous materials 
• commissioning and reviewing, on a regular basis, external audits related to Marsulex’s compliance and reviewing management’s activities with respect to correcting any deficiencies

Environmental, Health & Safety Committee Terms of Reference

Human Resources & Compensation Committee

The Human Resources & Compensation Committee is responsible for

• assisting the Board in determining compensation of senior management
• reviewing the adequacy and form of directors’ compensation
• reviewing the goals and objectives of the Chief Executive Officer for the upcoming year and each year conducting an appraisal of the performance of the Chief Executive Officer
• together with the CEO, reviewing the performance of senior management