Committees of the Board are an integral part of Western’s governance structure. Three committees have been established with a view to allocating expertise and resources to particular areas, and to enhance the quality of discussion at Board meetings. The committees facilitate Board decision-making by providing recommendations to the Board on matters within their respective responsibilities. All committees, except for the Health, Safety and Environment Committee are comprised solely of directors who are independent of management. A summary of the responsibilities and the membership of the committees follow.
The Corporate Governance and Compensation Committee
Principal responsibilities are reviewing and making recommendations as to matters relating to effective corporate governance. The Corporate Governance and Compensation Committee (the “Committee”) is responsible for assessing effectiveness of the Board, its size and composition, its committees, director compensation, the Board’s relationship to management and individual performance and contribution of its directors. The Committee is responsible for identification and recruitment of new directors and new director orientation. The Committee’s responsibilities also include compensation of executive officers, review of short and long-term incentive programs, benefit plans, evaluation of performance of the Chief Executive Officer, succession planning and executive development. The Committee also oversees compliance with Western’s Code of Business Conduct and Ethics.
The Audit Committee
Principal duties include oversight responsibility for financial statements and related disclosures, reports to shareholders and other related communications, establishment of appropriate financial policies, the integrity of accounting systems and internal controls the approval of all audit and non-audit services provided by the independent auditors and consultation with the auditors independent of management.
The Health, Safety and Environment Committee
Principal responsibilities are to assist the Board in fulfilling its responsibilities in relation to health, safety and environmental matters, including ensuring that employees are provided with a safe environment in which to perform their duties and monitoring and overseeing Western’s policies and procedures for ensuring compliance by Western with environmental regulatory requirements.