• Trading Symbol SCL-T
  • ExchangeTSX
  • Stock QuoteC$ 17.13
  • Change (C$)0.02
  • Change (%) 0.12
  • Change Up 0.12%
  • As of July 19, 2019 3:06 PM ET Minimum 20 minute delay.
  • C$ 17.13
    % Change
    C$ 17.24
    Today'S High
    C$ 17.02
    Today'S Low
    C$ 17.17

Committee Charting

D.S. Blackwood E.C. Valiquette J.T. Baldwin J.W. Derrick M.S. Hanley P. S. Pierce Committee Description Charter Documents Committee Description Charter Documents Committee Description Charter Documents
Compensation and Organizational Dev't Committee CC
The Compensation and Organizational Development Committee is appointed annually by and reports to the Board. The Committee currently consists of three members; D.S. Blackwood – Chair, P.S. Pierce and J.T. Baldwin, all of whom are independent directors and all of whom have experience in executive compensation based on their experience as current or former senior executive officers and directors. The Committee’s role includes reviewing and recommending to the Board: a) the compensation philosophy and policies of the Company including an annual recommendation as to the compensation of the “Designated Employees”, which consist of the CEO, his or her executive direct reports, officers of the Company and Named Executive Officers included in the Compensation Discussion & Analysis section of this Circular; b) in consultation with the Chair of the Board, the employment contract, annual performance criteria and succession and development plans for the CEO and CFO; c) the design of and participants in, and annual awards under, executive incentive plans for Designated Employees; d) succession and executive development plans for Designated Employees and other identified key employees and other strategic organizational and human resources practices to strengthen the organization and align it to the overall strategy. The Committee also oversees the administration and investment performance of, and the appointment of external advisors for, the Company’s various retirement plants. Other recent activities of the Committee include the consideration of, and recommendation to the Board that the Company implement, an advisory or “say on pay” vote on the Company’s approach to executive compensation.
Compensation and Organizational Development Committee
Nominating and Governance Committee CC
The Nominating and Governance Committee is appointed annually by and reports to the Board. The Committee currently consists of three members; E.C. Valiquette – Chair, J.W. Derrick and J.T. Baldwin, all of whom are independent directors. The Nominating and Governance Committee oversees all practices relating to the corporate governance of the Company, and its role is to review these practices regularly, both to assess their effectiveness and to compare them with evolving practices in the field. The Committee periodically reviews position descriptions for the Board, the Chair of the Board, the Chair of each Committee and the Chief Executive Officer (the “CEO”), including corporate objectives for which each of them are responsible. The descriptions clarify the role of the Board, the Chairs and the CEO contained in the Board mandate, the Committee charters, and the Company's by-laws. The Committee’s role includes identifying and recommending to the Board, after consultation with the Chair of the Board, suitable director candidates and providing orientation and education to new members of the Board. The Nominating and Governance Committee assesses the effectiveness of the Board as a whole, the Committees of the Board and the contribution of individual directors. The Committee carries out a formal assessment of such matters on an annual basis. Feedback from these assessments will be used to improve the Company’s overall performance during 2018 and beyond. The Committee’s role includes providing all new members of the Board with a Board Manual containing detailed information on the Company and its businesses, its charter and history, and expectations and policies relevant to the Board and its members, together with a Code of Conduct and Confidentiality and Insider Trading guidelines. The Manual is updated and reissued periodically to all directors. As part of the continuing education for directors, visits to selected plant sites and meetings with senior management are also arranged to allow directors the opportunity to familiarize themselves with the Company's operations and businesses at first hand. The Committee continually monitors Board skills and experience and identifies any gaps therein with a view to longer term planning for ongoing Board renewal. With the assistance of a third party recruiting firm, the Committee conducted detailed international searches for new director candidates in 2013 and 2014, which ultimately resulted in its recommendation to the Board to add Kevin Forbes and Pamela Pierce to the Board in 2014 and to add Michael Hanley and Donald Wishart to the Board in 2015. The Committee identified strong female candidates as part of the 2013/2014 search process (45-50% of the candidates presented for consideration by the third party recruiting firm) and expects to be able to recommend an additional female nominee or nominees to the list of director nominees for election at a future shareholders’ meeting, as vacancies occur and at such time as availability and current conflict of interest issues are resolved. Paul Robinson has provided notice to the Company that he will retire from the Board on May 8, 2018. The Committee will soon, with the assistance of a third party recruiting firm, begin to conduct a detailed international search for a new director candidate to replace Mr. Robinson. Other recent activities of the Committee include the amendment of the Corporation’s majority voting policy and the amendment and restatement of its advance notice by-law. Further information regarding the majority voting policy and advance notice by-law can be found under the heading “Corporate Governance Practices – Nomination of Directors”.
Nominating and Governance Committee
Audit Committee CC
The Audit Committee is appointed annually by and reports to the Board. The Committee currently consists of three members, M. Hanley – Chair, E.C. Valiquette and K. Forbes, all of whom are independent directors and are considered by the Board to be financially literate as that term is defined by Canadian Securities Regulators. Mr. Hanley and Ms. Valiquette are Chartered Professional Accountants. The integrity of the Company's internal control and management information systems are primarily the responsibility of management with oversight review by the Audit Committee, which meets regularly with both the Company's financial and accounting personnel and the Company's internal and external auditors to review these matters. The Audit Committee reports to the full Board with respect to any issues that arise out of such discussions. Reviews are carried out of the work plans of both the external and the internal auditors, and the Committee meets regularly with the external and internal auditors without management present. The Audit Committee reviews the quarterly financial statements and quarterly reports to shareholders, the annual and quarterly consolidated financial statements and related Management’s Discussion and Analysis, and the Annual Information Form and recommends their approval to the Board. This includes discussions with the external auditor with respect to its quarterly reviews and annual audit of the financial statements. The Company’s Senior Manager of Internal Audit also reports the findings of the internal audit team on financial, health, safety and environmental matters to the Committee at its quarterly meetings. The Committee also makes recommendations to the Board in respect of the external auditor to be proposed for appointment by the shareholders. In 2017, the Committee continued to supervise a thorough review of the Company’s accounting and financial reporting systems with respect to the design and effectiveness of internal controls over financial reporting. The Committee met with management and the external and internal auditors, and considered the requirements of National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings and management’s recommendations on improvement of internal control systems and procedures and subsequent follow-up issues. The Committee also met with management to review tax matters and Finance department succession and development. In addition, the Committee reviewed reports on and participated in discussions regarding the implementation of new International Financial Reporting Standards (“IFRS”), in particular IFRS-15 – Revenue From Contracts With Customers, which became effective January 1, 2018. Both the external auditor and the internal auditor report directly to the Audit Committee and the Committee meets in-camera with both the external auditors and the internal auditor at every Committee meeting. The Committee Chair reviewed and approved the engagement letter for the external auditor and the Committee reviewed and approved the external auditor’s fees for audit and for non-audit services billed in 2017. The Committee confirmed with the external auditor there were no scope limitations on its audit. The Committee also satisfied itself as to the independence of the external auditor, including developing and monitoring policies that control the services provided by the external auditor outside of the normal audit. The Committee conducts annual assessments of the performance of the external auditor and recommended to the Board that Ernst & Young LLP be reappointed as the Company's auditor for 2018. During 2017, the Committee determined that no violation of the Company’s Code of Conduct by directors or executive officers was reported by management, uncovered by the internal or external auditors or reported on the Company’s business ethics hotline. Further particulars concerning the Audit Committee are disclosed in the Company’s Annual Information Form under Item 9 “Audit Committee”.
Audit Committee
Compensation and Organizational Dev't Committee Nominating and Governance Committee Audit Committee
D.S. Blackwood CC
E.C. Valiquette CC
J.T. Baldwin
J.W. Derrick
M.S. Hanley CC
P. S. Pierce
CC= Committee Chair
= Member
*To view the charter documents, click on committee name.


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