The Board established an Executive Committee to assist with its responsibilities. The Executive Committee may act on corporate matters within the competence of the Board, except for the following authorities specifically reserved for the Board: (a) Approval of any action requiring shareholder approval; (b) amendment or repeal of By-Laws or adoption of new By-Laws; (c) approval of the annual report and accounts; (d) exercise of powers delegated by the Board to other committees; (e) board appointments and removals; (f) selection of the Chairman and President & Chief Executive Officer; nominations for Board membership following recommendations from the Nomination Committee; (g) appointment or removal of the Corporate Secretary and Treasurer; (h) appointment, reappointment or removal of the external auditor; and (i) distribution of cash dividends to shareholders.
