The committee is responsible for ensuring best practices in corporate governance are entrenched and also managing nominations to the Board. The Committee, in discharging its role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention. The roles and responsibilities are summarized as follows;

1. Corporate Governance 

Develop and recommend to the Board of Directors a set of corporate governance principles and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate. 

1. Board Evaluation 

Oversee the evaluation of the Board of Directors and senior management. 

1. Board Committee Structure and Operation 

Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service on any Board Committee. Periodically review the remit, composition and performance of each committee of the Board of Directors and make recommendations to the Board for the creation of additional committees or the elimination of Board committees. 

1. Reports 

Report as necessary to the Board of Directors 

1. following meetings of the Committee, 

2. with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities and 

3. with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson or any other member of the Committee designated by the Committee to make such report. Maintain minutes or other records of meetings and activities of the Committee as necessary.