The Board of Directors of Canada Post has five Committees and each one consists of ordinarily five members but not fewer than three at any one time. These Committees assist the Board of Directors in fulfilling its oversight responsibilities.

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Corporate Governance and Nominating Committee

All directors who have been appointed to this Committee are independent. The Corporate Governance and Nominating Committee provides a focus on corporate governance, assesses corporate values and the elements which facilitate Board effectiveness, Committee structure and Terms of Reference of all committees, assists the Board in determining the composition and structure of the Board and committees, and recommends candidates for Board members, the Chairperson and the President and Chief Executive Officer to the Governor in Council.

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Audit Committee

All directors who have been appointed to this Committee are independent and at least one member is a financial expert. The Audit Committee reviews financial information, which is provided to Parliament and other stakeholders, the systems of corporate controls, which management and the Board have established, the audit process, the risk management framework, and assesses the Corporation’s financial performance against its Corporate Plan. As a general rule, all meetings of the Audit Committee are attended by the President and Chief Executive Officer, the Chief Financial Officer, the Internal Auditor, as well as by the representatives of the appointed External Auditors of Canada Post.

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Human Resources and Compensation Committee

All directors who have been appointed to this Committee are independent. The Human Resources and Compensation Committee reviews human resources and compensation matters, including recommending to the Minister Responsible for Canada Post Corporation the compensation of the President and Chief Executive Officer, recruitment, compensation and development, retention, and significant human resource policies and labour relations issues.

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Pension Committee

All directors who have been appointed to this Committee are independent. The Pension Committee oversees the approximately $14-billion Canada Post Pension Plan, pension plan matters and policies, including pension plan liabilities, pension plan strategies, the Corporation’s responsibilities as pension plan sponsor, the Corporation’s fiduciary responsibilities as pension plan administrator, makes investment decisions in accordance with the Statement of Investment Policies and Procedures, and oversees investment managers.

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