Members: Kevin S. Dunne (Chair), Christiane Bergevin, John A. Manzoni, and Peter W. Tomsett

Roles and responsibilities:

1. review policies and management systems in the area of health, safety, and environment
2. review the company’s system of internal controls in the area of health, safety and environment
3. receive a report at every regularly scheduled meeting of the Committee which will allow the Committee to:
   • monitor implementation of systems necessary to ensure compliance with applicable legislation, regulatory requirements, industry standards, and internal policies related to health, safety, and environment matters;
   • monitor performance and effectiveness of HSE systems and programs; and
   • review significant contraventions of regulations or policies;
     
4. review the findings of regulatory agencies and auditors in respect of health, safety, environment and corporate responsibility matters as well as management’s responses thereto;
5. review with respect to the company’s strategic initiatives for health, safety and environmental matters;
6. review trends and current and emerging issues in the health, safety and environmental areas and consider the impact to the company;
7. review significant health, safety and environmental risks and exposures;
8. assess mitigating or remedial action taken to address the identified risks, including the adequacy of environmental insurance coverage associated with the risks;
9. review emergency response planning procedures for the health, safety, and environment area; and
10. annually, receive and review the company’s Corporate Responsibility Report and recommend approval of such report to the Board of Directors.

In respect of matters within its purview under this mandate and delegation, the HSECR Committee shall assist the Board in its oversight of the company’s compliance with legal and regulatory requirements.