CHARTER OF THE BUSINESS DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS

Purpose
The Business Development Committee (“the Committee”) is appointed by the Board of Directors (“the Board”) for the primary purposes of:
  1. Monitoring the changing competitive, legislative, regulatory, legal or business conditions impacting the Company’s strategic business plans.
  2. Reviewing with management any M&A opportunities as they arise, keeping the full Board apprised of its progress, and making recommendations to the full Board regarding strategic investment opportunities.
Composition
The Committee will consist of at least three Directors.  The Committee chair and its members will be appointed by the Board based on the recommendation of the Governance and Nominating Committee. 
Meetings
The Committee will meet as frequently as circumstances warrant.  In advance of each meeting, an agenda and any other available relevant information will be furnished to the members.  In addition to the Committee members, each meeting will usually be attended by the Chairman of the Board, the CEO, the CFO, the General Counsel and the Corporate Secretary.  The Committee may also request other management representatives to attend meetings and help conduct the business of the Business Development Committee.
 
To facilitate discussion and action by the Committee, it may meet in executive session during each scheduled meeting and more frequently as circumstances dictate.
Responsibilities
In addition to other obligations that may be placed on it by law or by any regulatory body, the Company’s charter or bylaws or the Board, the responsibilities of the Committee will include:
  1. Monitoring the changing competitive, legislative, regulatory, legal or business conditions impacting the Company’s strategic business plans.
  2. Reviewing with management any M&A opportunities as they arise, keeping the full Board apprised of its progress, and making recommendations to the full Board regarding strategic investment opportunities.

Approved 05.01.2018