Board Governance Committee (BGC) Minutes 19 May 2011

BGC Attendees:  Cherine Chalaby, Steve Crocker, Rita Rodin Johnston, Ram Mohan, and Bruce Tonkin – Chair

Apologies – Ray Plzak

Other Board Attendees (for part of the meeting): Rod Beckstrom – CEO and President, Bertrand de La Chapelle

Staff Attendees:  John Jeffrey – General Counsel and Secretary; Diane Schroeder, Amy Stathos and Alina Syunkova

The following is a summary of discussion, actions taken and actions identified:

  1. Slating – The BGC discussed the possible slate for committee membership and leadership to be recommended to the Board in Singapore.

  2. Minutes - Reviewed and approved minutes from prior BGC meeting.

  3. Board Member Compensation: The BGC discussed the potential processes for continued consideration of Board member compensation. The BGC also raised the issue of compensation to Board liaisons, and confirmed that this issue can and should be considered separately.

    • Actions:

      • BGC and staff to collaborate on providing information to the full Board regarding further consideration of Board member compensation, which will instruct the next steps in the process.

  4. ATRT Recommendations: The BGC began a discussion of how it will oversee the implementation of the ATRT recommendations assigned to the BGC by the Board. The BGC discussed how to make recommendations to the Board in Singapore with respect to the ATRT recommendations, including categorizing each into buckets of: (i) accept and completed; (ii) accept and incorporate into standard operating procedures; and (iii) accept, subject to additional investigation. The BGC also began discussing how to divide the work relating to the recommendations through individual assignments.

    • Actions:

      • BGC Chair to work with staff to schedule an additional telephonic meeting to continue to plan for the implementation of ATRT recommendations.

      • In advance of that meeting, staff to provide the BGC with a scorecard of the status of each recommendation.